Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000. (b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith: (i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party, (ii) each of the conditions precedent set forth in Section 3.3 are satisfied, (iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and (c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15. (d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments. (e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 4 contracts
Samples: Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement (Freshpet, Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the 4 year anniversary of the Closing Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver CommitmentsCommitments and may refuse to increase its Commitments for any reason or no reason at all) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,0004 occasions.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithAmount:
(i) Agent or Borrower have has obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, Borrower and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has delivered provided Agent with written confirmation, supported by reasonably detailed calculations (all in form satisfactory to Agent updated Agent), evidencing compliance on a pro forma Projections basis (after giving effect to the applicable Increase) with Sections 5.16 and 7 for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to for which financial statements were required to be delivered pursuant to Section 5.1, and Borrower shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Commitments with respect to the interest margins applicable to Advances made pursuant to the increased Commitments (which interest margins may be with respect to Advances made pursuant to the increased Commitments, higher than or equal to, but not less than, the interest margins applicable to Advances set forth in this Agreement was at least 0.25 less than immediately prior to the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the increased Commitments (the date of the increased Commitments and the Maximum Revolver Amount, the “Increase Date”)), and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrower and the Lenders or prospective lenders agreeing to the increased Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Advances to be made pursuant to the increased Commitments). Anything to the contrary contained herein notwithstanding, if the interest margins that are to be applicable Increaseto Advances made pursuant to the increased Commitments are higher than the interest margins set forth in this Agreement for Advances immediately prior to the applicable Increase Date (the amount by which the interest margins are higher, andthe “Excess”), then the interest margins applicable to Advances immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans Advances shall be deemed, unless the context otherwise requires, to include Revolving Loans Advances made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans Advances and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans Advances and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share Shares after giving effect to such increased Revolver Commitments.
(e) The Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any the guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens Lien and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 2 contracts
Samples: Credit Agreement (Jda Software Group Inc), Credit Agreement (Jda Software Group Inc)
Accordion. The Revolving Facility shall permit the Borrower to increase commitments under the Revolving Facility (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Incremental Increase”) at any time and from time to time in a minimum amount per increase of at least $25,000,000 (and increments of $1,000,000 above that minimum). Agent , up to a maximum aggregate incremental commitment such that after giving effect thereto the total RBL Commitments shall invite each not exceed the lesser of (a) the Borrowing Base then in effect and (b) the Maximum Amount; provided that (i) no existing Lender will be required to increase participate in any such Incremental Increase without its Revolver Commitments consent, (it being understood that ii) no Event of Default under the Revolving Facility shall exist after giving effect thereto, (iii) the Administrative Agent, the Swingline Lender and the Issuing Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed have been given notice of the Incremental Increase, (iv) the Borrower shall have paid to the Administrative Agent, for payment to any increasing Lender or Additional Lender, as applicable, any fees payable in the amounts and if sufficient at the times separately agreed upon among the Borrower, the Administrative Agent and each such Lender or Lenders do not agree and (v) such Incremental Increase shall be on the same terms (including the same maturity date) and pursuant to increase their Revolver Commitments the same documentation applicable to the Revolving Facility (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such proposed Incremental Increase (provided that the Applicable Margin of the Revolving Facility may be increased to be consistent with the applicable margin for such Incremental Increase)). The Borrower may seek commitments in respect of the Incremental Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is madeits sole discretion, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more from either existing Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all agree or decline to participate in its sole discretion) or from additional banks, financial institutions and other institutional lenders or investors who will become Lenders in connection therewith (in each case (i.e., existing or new Lenders), with the benefits afforded byconsent of the Administrative Agent, this Agreement the Swingline Lender and the other Loan DocumentsIssuing Lender (in each case, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue such consent not to be perfected under the Code unreasonably withheld or otherwise after giving effect to the establishment of any such new Revolver Commitments delayed)) (“Additional Lenders”) or from both existing Lenders and Maximum Revolver AmountAdditional Lenders.
Appears in 2 contracts
Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement (Denbury Resources Inc), Restructuring Support Agreement (Denbury Resources Inc)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,, and
(iii) Borrower has delivered Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to Agent updated pro forma Projections the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (after giving which interest margins may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments, (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase) for Borrower and its Subsidiaries evidencing Increase Date (A) that on a pro forma basis after giving effect the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the applicable Increase, Revolving Loans immediately prior to the Leverage Ratio of Borrower and its Subsidiaries as Increase Date shall be increased by the amount of the end of Excess, effective on the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterapplicable Increase Date, and (B) compliance on a pro forma basis with Section 7.18 for without the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date necessity of the applicable Increase, andany action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 2 contracts
Samples: Credit Agreement (Power Solutions International, Inc.), Credit Agreement (Power Solutions International, Inc.)
Accordion. (a) At any time during Subject to the period terms and conditions of this Section 2.4, from and after the Restatement Effective Date through but excluding the Revolver Maturity Closing Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Revolving Credit Maximum Revolver Amount may be increased by at any time (but on no more than two occasions) until the Revolving Credit Maturity Date in an aggregate amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed $10,000,000 and in increments of $5,000,000 (or in such lesser amount as required to draw the Available full remaining amount):
2.4.1 Not more than ninety (90) days and not less than thirty (30) days prior to the proposed effective date of such increase in the Revolving Credit Maximum Amount, the Borrowers may make a written request for such increase to the Administrative Agent, who shall notify each Revolving Credit Lender. Each request by the Borrowers pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the “Requested Increase Amount (each such increase, an “IncreaseEffective Date”). Agent , the aggregate amount of such requested increase (the “Requested Increase Amount”), and shall invite constitute an invitation to each Revolving Credit Lender to increase its Revolver Commitments (it being understood that Revolving Credit Commitment by its Pro Rata Percentage of such Requested Increase Amount.
2.4.2 Each Revolving Credit Lender, acting in its sole discretion and with no Lender shall be obligated obligations to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased Revolving Credit Commitment pursuant to this Section 2.14 on more than two occasions 2.4, shall, within ten (10) days after the Borrowers’ request, provide a preliminary indication to the Borrowers and the Administrative Agent with respect to such proposed Revolving Credit Commitment increase, and within thirty (30) days after the Borrowers’ request, provide written notice to the Borrowers and the Administrative Agent of its final decision. Any such Revolving Credit Lender may accept all of its Pro Rata Percentage of such increase, a portion of such increase, or decline to accept any of such increase in the aggregate Revolving Credit Commitment. If any Revolving Credit Lender shall not have responded affirmatively within such ten (10) day period, such Revolving Credit Lender shall be deemed to have rejected the Borrowers’ request for all an increase in the Revolving Credit Commitment in full. Promptly following the conclusion of such Increases. Additionallyten (10) day period, for the avoidance Administrative Agent shall notify the Borrowers of doubt, it is understood and agreed that in no event shall the results of such request to the Revolving Credit Lenders to so increase the Revolving Credit Commitment by the Requested Increase Amount.
2.4.3 If the aggregate amount of the Increases increase in the Revolving Credit Commitments which the Revolving Credit Lenders have accepted in accordance with subsection 2.4.2 is less than the Requested Increase Amount, the Administrative Agent shall provide notice to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments other Revolving Credit Lenders, and the Maximum Revolver Amount other Revolving Credit Lenders shall have a five (5) day period in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower which to provide the applicable Administrative Agent written notice to provide the remaining Requested Increase and any such Amount. If two or more Revolving Credit Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement offer to this Agreement (an “provide the remaining Requested Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchasesAmount, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably shall divide such amount in accordance with their Pro Rata Share after Percentage prior to giving effect to such increased Revolver Commitmentsthe increase to the Revolving Credit Maximum Amount.
2.4.4 The effectiveness of all such increases in the Revolving Credit Maximum Amount are subject to the satisfaction of the following conditions:
(ei) The the Administrative Agent shall have approved the Requested Increase Amount;
(ii) the Borrowers shall have delivered a Revolving Loans, Revolver Commitments, Credit Note including the Requested Increase Amount to any Revolving Credit Lender providing such increase;
(iii) the Borrowers shall have paid the fees set forth in the Fee Letter and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, any other fees and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, other amounts under this Agreement and the other Loan Documents, ;
(iv) the representations and shall, without limiting the foregoing, benefit equally warranties of each Loan Party and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by its Subsidiaries in the Loan Documents continue shall be true and correct in all material respects (or, as to be perfected under any representations and warranties which are subject to a materiality or Material Adverse Effect qualifier, true and correct in all respects) on the Code date hereof, and upon giving effect to, any funding of the Requested Increase Amount (except for representations and warranties that expressly relate to an earlier date);
(v) no Default or otherwise Event of Default exists or would result after giving effect to the establishment funding of such Requested Increase Amount;
(vi) since the Closing Date, there has not been any material adverse change in the business, assets, financial condition, income, performance or operations of any such new Revolver Commitments Loan Party and no event or condition exists which would be reasonably likely to result in any Material Adverse Effect;
(vii) the Borrowers shall have delivered a certificate of a responsible officer of the Borrowers as to the matters set forth in clauses (iv)-(vi) of this subsection 2.4.4.
2.4.5 Schedule 1 shall be updated to reflect any increase of the Revolving Credit Maximum Revolver Amount as set forth in this Section 2.4.
2.4.6 Notwithstanding anything to the contrary herein, no Ineligible Lender shall provide any Requested Increase Amount.
Appears in 2 contracts
Samples: Loan, Security and Guaranty Agreement (Quest Resource Holding Corp), Loan, Security and Guaranty Agreement (Quest Resource Holding Corp)
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments Commitment and the Maximum Revolver Amount Aggregate Commitment may be increased by an amount in the aggregate for all such increases of the Revolver Commitments Commitment and the Maximum Revolver Amount Aggregate Commitment not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments Commitment (it being understood that no Lender shall be obligated to increase its Revolver CommitmentsCommitment) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments Commitment in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Administrative Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 10,000,000 in excess thereof. In no event may the Revolver Commitments Commitment and the Maximum Revolver Amount Aggregate Commitment be increased pursuant to this Section 2.14 2.15 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000three occasions.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments Commitment and the Maximum Revolver Amount in connection therewithAggregate Commitment:
(i) Agent or Borrower Borrowers have obtained the commitment Commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Administrative Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Administrative Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Administrative Borrower, and Agent are party,;
(ii) each the representations and warranties in Article VI qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects on and as of the conditions precedent set forth Increase Date (as defined below) with the same effect as if made on and as of such Increase Date (except to the extent that such representations and warranties specifically refer to an earlier date, in Section 3.3 are satisfied,which case they shall be true and correct as of such earlier date); provided, that notwithstanding the foregoing, the only representations and warranties relating to the target of a Permitted Acquisition and its Subsidiaries and their businesses in an acquisition agreement shall be (A) such of the representations and warranties made by either (x) in the case of a merger, the target of the merger in the acquisition agreement, or (y) in the case of an Equity Securities or asset acquisition, the sellers of such Equity Securities or assets (as applicable) in the acquisition agreement, in either case only to the extent that a Loan Party or a Loan Party’s applicable Affiliates have a right (without regard to any notice requirement) not to consummate the transactions contemplated by the Acquisition or to terminate their respective obligations under the acquisition agreement as a result of a breach of such representations and warranties, and (B) the Specified Representations;
(iii) no Default or Event of Default shall exist as of the Increase Date or shall result from such Increase;
(iv) Administrative Borrower has delivered to Agent updated pro forma Projections projections (after giving effect to the applicable Increase) for Parent and its Subsidiaries;
(v) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Commitment with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Commitment (which interest margins may be higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Commitment (the date of the effectiveness of the increased Commitment and the Aggregate Commitment, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Administrative Borrower and its Subsidiaries evidencing the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.15 (A) including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Commitment). Anything to the contrary contained herein notwithstanding, if the interest margin that on a pro forma basis after giving effect is to be applicable to the Revolving Loans to be made pursuant to the increased Commitment is higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable IncreaseIncrease Date (the amount by which the interest margin is higher, the Leverage Ratio of Borrower and its Subsidiaries as “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the end Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto;
(vi) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Commitment with respect to any supplemental closing fee to be paid on account of the fiscal quarter most recently ended as to which financial statements were required increased Commitment;
(vii) Borrowers and Agent shall have reached agreement on the amount of any agency fee to be delivered pursuant paid by Borrowers to this Agreement was at least 0.25 less than Agent on the maximum Leverage Ratio Increase Date, as contemplated by the Fee Letter; and
(viii) the Chief Financial Officer of Parent shall have provided to Agent an officer’s certificate certifying that such Increase shall be permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for under the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, andSenior Note Documents.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments Commitment and Maximum Revolver Amount the Aggregate Commitment pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Revolving Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Revolving Lenders”), and such Post-Increase Revolver Revolving Lenders shall purchase from each Pre-Increase Revolver Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Revolving Lenders and Post-Increase Revolver Revolving Lenders ratably in accordance with their Pro Rata Proportionate Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount Aggregate Commitment established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, Commitment and Maximum Revolver Amount Aggregate Commitment under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments Commitment and Maximum Revolver AmountAggregate Commitment.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (BMC Stock Holdings, Inc.), Senior Secured Credit Agreement (BMC Stock Holdings, Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver date that is 180 days prior to the Maturity Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall and Borrowers may invite each Lender existing Lenders to increase its their Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) Commitment), and/or one or more prospective lenders who are reasonably satisfactory to Agent and Borrowers to become new Lenders in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00050,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithAmount:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,, and
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each On the date of the effectiveness of the increased Revolver Commitments (the “Increase Date”), each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 2 contracts
Samples: Credit Agreement (Unifi Inc), Credit Agreement (Unifi Inc)
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Closing Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount or the Term Loan Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount and the Term Loan Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Promptly after receipt of notification by Borrower to Agent of any proposed Increase, Agent shall invite each Lender to increase its Revolver Commitments or its Pro Rata Share of the Term Loan Amount (as the case may be) (it being understood that no Lender shall be obligated to increase its Revolver CommitmentsCommitments or its Pro Rata Share of the Term Loan Amount) in connection with a proposed Increase, at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments or their Pro Rata Share of the Term Loan Amount (as the case may be) in connection with such proposed IncreaseIncrease within 10 Business Days after notice from Agent, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 1,000,000 and integral multiples of $1,000,000 250,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount or the Term Loan Amount be increased pursuant to this Section 2.14 on more than two 3 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments and the Term Loan Amount exceed $10,000,00015,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount or any Increase of the Term Loan Amount and the making of the additional portion of the Term Loan (each, an “Additional Portion of the Term Loan” and collectively, the “Additional Portions of the Term Loan”) in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are 3.2 is satisfied, unless otherwise waived by those Lenders providing the Increase,
(iii) in connection with any Permitted Acquisition, the Purchase Price for which is greater than $5,000,000, Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries any Permitted Acquisition in connection with such Increase, as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement Borrower was at least 0.25 less than the maximum Leverage Ratio permitted pursuant in compliance with respect to each financial covenant in Section 7.18(a)(i) 7 that was applicable to it for such fiscal quarter, and (B) compliance on a pro forma basis with each financial covenant in Section 7.18 7 that would be applicable to it for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(iv) Borrower shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments or with the Lenders (or prospective lenders) making the Additional Portion of the Term Loan with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments or the Additional Portion of the Term Loan (which interest margins may be (A) with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments, and (B) with respect to the Additional Portion of the Term Loan, higher than, equal to, or lower than the interest margins applicable to the Term Loan set forth in this Agreement immediately prior to the date of the making of such Additional Portion of the Term Loan, as applicable (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount or the making of such Additional Portion of the Term Loan, as applicable, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments or the Additional Portion of the Term Loan). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments or the Additional Portion of the Term Loan (as the case may be) are higher than the interest margin applicable to the Revolving Commitments or the Term Loan hereunder (as applicable) in effect as of the Closing Date (the “Closing Date Revolver” and the “Closing Date Term Loan”) by at least 25 basis points (the amount in excess of 25 basis points by which the interest margin is higher than the Closing Date Revolver or the Closing Date Term Loan, as the case may be, the “Excess”), then the interest margin applicable to the Closing Date Revolver or the Closing Date Term Loan (as the case may be) immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto, such that the Applicable Margin on the Closing Date Revolver is not more than 25 basis points less than the Applicable Margin on any increased Revolver Commitments and the Applicable Margin on the Closing Date Term Loan is not more than 25 basis points less than the Applicable Margin on the Additional Portion of the Term Loan.
(c) Anything to the contrary contained herein notwithstanding, each Additional Portion of the Term Loan shall be repaid in installments on the first day of each month after the funding of such Additional Portion of the Term Loan (beginning on the second full month after the funding of such Additional Portion of the Term Loan) through and including the month including the Maturity Date in such amounts as may be agreed between Borrower and the Lenders providing such Additional Portion of the Term Loan (it being understood and agreed that (i) only such installment payments arising after such Additional Portion of the Term Loan is made shall be required to be paid, but such installment payments shall be in addition to the payments required to be paid pursuant to Section 2.2 and (ii) the Additional Portion of the Term Loan may not have a shorter weighted average life to maturity than the Closing Date Term Loans). The outstanding unpaid principal balance and all accrued and unpaid interest on such Additional Portion of the Term Loan shall be due and payable on the earlier of (x) the Maturity Date, and (y) the date of the acceleration of the Term Loan in accordance with the terms hereof.
(d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14, and (ii) all references in this Agreement and any other Loan Document to the Term Loan shall be deemed, unless the context otherwise requires, to include any Additional Portion of the Term Loan made pursuant to the increased Term Loan Amount pursuant to this Section 2.14.
(de) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(ef) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
(g) The Term Loan and the Term Loan Amount established pursuant to this Section 2.14 shall constitute the Term Loan and Term Loan Amount under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Term Loan Amount.
Appears in 2 contracts
Samples: Credit Agreement (Appfolio Inc), Credit Agreement (Appfolio Inc)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding and including the Revolver date that is 30 days prior to the Maturity Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least the lesser of (x) $5,000,000 15,000,000 and (y) the Available Increase Amount and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower Parent and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase and regardless of whether a Financial Covenant Period is in effect, and
(iv) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Advances to be made pursuant to the increased Revolver Commitments (which interest margins may be with respect to Advances made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Advances set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)), and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, andeffect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Advances to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Advances to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Advances immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Advances immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans Advances shall be deemed, unless the context otherwise requires, to include Revolving Loans Advances made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans Advances and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans Advances and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 2 contracts
Samples: Credit Agreement (Jack Cooper Holdings Corp.), Credit Agreement (Jack Cooper Logistics, LLC)
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Closing Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Revolver Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two three (3) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,, and
(iii) Borrower has delivered Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to Agent updated pro forma Projections the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (after giving which interest margins may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase) for Borrower and its Subsidiaries evidencing Increase Date (A) that on a pro forma basis after giving effect the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the applicable Increase, Revolving Loans immediately prior to the Leverage Ratio of Borrower and its Subsidiaries as Increase Date shall be increased by the amount of the end of Excess, effective on the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterapplicable Increase Date, and (B) compliance on a pro forma basis with Section 7.18 for without the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date necessity of the applicable Increase, andany action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the 4 year anniversary of the Closing Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Term Loan Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Term Loan Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments Pro Rata Share of the Term Loan Amount (it being understood that no Lender shall be obligated to increase its Revolver CommitmentsPro Rata Share of the Term Loan Amount) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments Pro Rata Share of the Term Loan Amount in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Term Loan Amount be increased pursuant to this Section 2.14 on more than two 4 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments Term Loan Amount exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments Term Loan Amount and the Maximum Revolver Amount making of the additional portion of the Term Loan (each, an “Additional Portion of the Term Loan” and collectively, the “Additional Portions of the Term Loan”) in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent Agents and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed (A) a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to AgentAgents, to which such Lenders (or prospective lenders), Borrower, and Agent are partyparty and (B) an Acknowledgement to the Agreement Among Lenders to account for such increase and the terms and provisions applicable to such Additional Portion of the Term Loan,
(ii) the proceeds of any Additional Portion of the Term Loan are used to finance a prospective Permitted Acquisition,
(iii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iiiiv) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable IncreaseIncrease and consummation of the related Permitted Acquisition) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, (A) the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least lower than the lesser of (1) 3.25 and (2) 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i7(b) for such fiscal quarter, quarter and (B) Borrower would be in compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(v) Borrower shall have reached agreement with the Lenders (or prospective lenders) making the Additional Portion of the Term Loan with respect to the interest margins, closing fees, and amortization payment schedule applicable to the Additional Portion of the Term Loan (each of which may be different with respect to the Additional Portion of the Term Loan from such terms applicable to the Term Loan set forth in this Agreement immediately prior to the date of the making of such Additional Portion of the Term Loan (the date of the effectiveness of the making of such Additional Portion of the Term Loan, the “Increase Date”)) and shall have communicated the amount of such interest margins, closing fees, and amortization payment schedule to Agent. Any Increase Joinder may, with the consent of Agent, Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins, closing fees, and amortization payment schedule for the Additional Portion of the Term Loan). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Additional Portion of the Term Loan is higher than the interest margin applicable to the Term Loan hereunder immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Term Loan immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans the Term Loan shall be deemed, unless the context otherwise requires, to include Revolving Loans any Additional Portion of the Term Loan made pursuant to the increased Revolver Commitments and Maximum Revolver Term Loan Amount pursuant to this Section 2.152.14.
(d) Each of The Term Loan and the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Term Loan Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, the Term Loan and Maximum Revolver Term Loan Amount under, and shall be entitled to all the benefits afforded by, by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Term Loan Amount.
Appears in 1 contract
Accordion. The Borrowers shall have the right, from time to time, to increase the Mortgage Commitment to up to One Hundred Twenty Million Dollars ($120,000,000), subject to the following conditions:
(a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate The amount of the Increases to Mortgage Commitment under this Commitment Agreement and the Revolver Commitments amount of the “Mortgage Commitment” under (and as defined) in any Other Project Commitment Agreements shall not exceed One Hundred Twenty Million Dollars ($10,000,000.120,000,000) in the aggregate;
(b) Each such increase shall be in a minimum amount of Ten Million Dollars (Cdn. $10,000,000) and in increments of Five Million Dollars (Cdn. $5,000,000).
(c) The Borrowers shall, on a Business Day that is no later than one hundred and eighty (180) days prior to the Commitment Termination Date and no later than thirty-five (35) days prior to the date of the following shall be conditions precedent proposed increase, deliver to any Increase of the Revolver Commitments Lender a notice specifying the proposed increase to the Mortgage Commitment (the “Mortgage Commitment Increase”) and the Maximum Revolver Amount in connection therewith:
certifying (i) Agent that no Default or Borrower have obtained Event of Default has occurred and is continuing or will occur by the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders)Mortgage Commitment Increase, Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each as to the proposed use of the conditions precedent set forth Mortgage Commitment Increase by any corresponding increases requested under Section 2.3 in Section 3.3 are satisfied,
respect of any outstanding Project Mortgages, and (iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made amounts drawn pursuant to the increased Revolver increases in Project Mortgage Commitments and Maximum Revolver Amount pursuant referred to this in (ii), such Project Borrowers will remain in compliance with the financial covenants contained in Section 2.157.3.
(d) Each The Guarantors shall deliver to the Lender a confirmation of their guarantees in respect of the Lenders having a Revolver Commitment prior Borrowers’ obligations under the Mortgage Documents, as increased pursuant to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters provisions of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitmentsthis Section 2.19.
(e) The Revolving LoansBorrowers shall cause to be delivered to the Lender such opinions of counsel as the Lender may require, Revolver Commitmentsacting reasonably. Upon its confirmation of the satisfaction of the foregoing conditions, the Lender may, in its sole and Maximum Revolver Amount established pursuant absolute discretion, determine to this Section 2.15 shall constitute Revolving Loansdeliver to the Borrowers written confirmation of the Mortgage Commitment, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all including the benefits afforded by, this Agreement and Mortgage Commitment Increase. The Mortgage Commitment Increase will become effective the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created next Business Day following delivery by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect Lender thereof to the establishment of any such new Revolver Commitments and Maximum Revolver AmountBorrowers.
Appears in 1 contract
Samples: Master Mortgage Commitment Agreement (Strategic Storage Trust IV, Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding Closing Date, upon sixty (60) days' prior written notice to the Revolver Lenders and not more than three (3) times prior to the Maturity Date, the Borrower may request that the Lenders increase their respective Commitments under either Facility, provided that the following conditions are satisfied at the option time of Borrower each request:
(but subject i) the Senior Funded Debt to EBITDA is below [Redacted: Margin];
(ii) the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an a minimum amount of at least Five Million Dollars ($5,000,000 5,000,000), and integral multiples a multiple of One Million Dollars ($1,000,000 in excess thereof. In no event may the Revolver Commitments 1,000,000), and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of such increase and all previous increases shall not exceed Thirty-Five Million Dollars ($35,000,000);
(iii) the Increases Borrower shall have provided to the Revolver Commitments exceed $10,000,000Agent a certificate, supported by such financial projections of the Borrower as may be reasonably required by the Lenders, confirming that the Borrower will remain in compliance with all financial covenants set out herein at all times during the twelve (12) month period immediately following each such increase;
(iv) all representations and warranties in Section 6.01 herein shall remain true and correct in all material respects immediately prior to the effective date of each such increase and will remain true and correct in all material respects immediately thereafter; and
(v) no Default or Event of Default has occurred and is continuing immediately prior to or immediately after each such increase.
(b) Each At the request of the following shall be conditions precedent Borrower, subject to any Increase obtaining the written consent of the Revolver Commitments Agent and the Maximum Revolver Amount in connection therewith:
(i) Agent Issuing Bank not to be unreasonably withheld or Borrower have obtained delayed, a financial institution which is not a Lender at the commitment date of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement may establish a new Commitment, provided that all conditions in paragraph (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(iia) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) . Such financial institution shall thereby become a Lender for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio all purposes of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, andAgreement.
(c) Unless otherwise specifically provided herein, all references in The establishment of any such increased or new Commitment shall be subject to the execution and delivery of an amendment to this Agreement made among the Borrower, the Agent, the Issuing Bank and any those Lenders which have agreed to increase their Commitments or establish new Commitments, as the case may be, together with security confirmations, guarantee confirmations, additional security, officers' certificates, legal opinions and other Loan Document to Revolving Loans documents as the Agent may consider necessary or desirable, including the allocation of such increased or new Commitment among the Facilities. Any such amendment shall be deemedbinding upon all Lenders, unless without the context otherwise requires, necessity of any notice to include Revolving Loans made pursuant to such other Lenders by the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15Borrower or the Agent.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any For greater certainty, no Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary required to increase its Commitment unless it expressly agrees to do so in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitmentsits discretion.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Amendment No. 6 Effective Date through but excluding the Revolver Maturity DateMarch 24, 2021, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margins proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,0007,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower Borrowers and its their Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(iv) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, as applicable, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans hereunder immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) [Reserved].
(d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(de) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(ef) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the four (4) year anniversary of the Closing Date, at the option of US Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount, the UK-Dutch Maximum Revolver Amount or the German Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount applicable (each such increase, an “Increase”). Agent shall invite each US Lender or UK-Dutch Lender, as applicable, to increase its US Revolver Commitments or UK-Dutch Revolver Commitments, as applicable (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or US Borrower may invite any prospective lender who is reasonably satisfactory to Agent and US Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 2,500,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two (2) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount and/or the UK-Dutch Maximum Revolver Amount in connection therewith:
(i) Agent or US Borrower have obtained the commitment of one or more US Lenders or UK-Dutch Lenders, as applicable (or other prospective lenders) reasonably satisfactory to Agent and US Borrower to provide the applicable Increase and any such US Lenders or UK-Dutch Lenders, as applicable (or prospective lenders), Borrower, US Borrower and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, US Borrower and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) US Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for US Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of US Borrower and its Subsidiaries as of the end of the fiscal quarter month most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than have minimum Fixed Charge Ratio required under Section 7 for the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for period ending with such fiscal quartermonth (regardless of whether such covenant is then being tested), and (B) compliance on a pro forma basis with Section 7.18 7 for the 4 12 fiscal quarters months (on a quartermonth-by-quarter month basis) immediately following the proposed date of the applicable Increase,
(iv) in the case of any new lender who is not already a Lender (or an Affiliate thereof) Agent shall have provided its prior written consent (such consent not to be unreasonably withheld or delayed), and
(v) US Borrower shall have reached agreement with the US Lenders or UK-Dutch Lenders, as applicable (or prospective lenders) agreeing to the increased Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Commitments (which interest margins may be higher than, equal to or less than the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Commitments (the date of the effectiveness of the increased Commitments and the Maximum Revolver Amount, as applicable, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, US Borrower, UK-Dutch Administrative Borrower and the lenders party to the Increase Joinder, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Commitments).
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the US Lenders or UK-Dutch Lenders, as applicable having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any US Lender or UK-Dutch Lenders, as applicable which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (Ciber Inc)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver date that is 180 days prior to the Maturity Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two three (3) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithAmount:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has , and Borrowers shall have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries an officers’ certificate dated as of the end proposed date of the fiscal quarter most recently ended as such Increase certifying to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quartereffect, and (B) compliance on a pro forma basis any and all agreements, instruments and other documents reasonably requested by the Agent in connection with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following Increase, each in form and substance reasonably satisfactory to the proposed date of the applicable IncreaseAgent, and
(iii) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments (the date of the effectiveness of any increased Revolver Commitments and the updated Maximum Revolver Amount, an “Increase Date”)). Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14.
(c) Any Increase shall have the same terms as the existing Revolver Commitments.
(d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(de) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(ef) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments upon at least ten (10) Business Days’ prior written notice to Agent (or such shorter time period as Agent and the Maximum Revolver Required Lenders may agree), the Term Loan Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Term Loan Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall shall, upon receipt of such written request from the Borrowers, invite each Lender to increase its Revolver Commitments Pro Rata Share of the Term Loan Amount (it being understood that no Lender shall be obligated to increase its Revolver CommitmentsPro Rata Share of the Term Loan Amount) in connection with a proposed IncreaseIncrease at the interest rate proposed by Borrowers. Each Lender shall respond to such request within five (5) Business Days (or such shorter time period as Agent and the Required Lenders may agree) of receipt thereof, and if sufficient Lenders do not agree to increase their Revolver Commitments Pro Rata Share of the Term Loan Amount in connection with such proposed Increase, then Agent (upon the direction of the Required Lenders) or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (subject to the date such Increase is madeconsent of the Required Lenders (not to be unreasonably withheld, the “Increase Date”delayed or conditioned)). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Term Loan Amount be increased pursuant to this Section 2.14 2.15 on more than two 3 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments Term Loan Amount and the Maximum Revolver Amount making of the additional portion of the Term Loan (each, an “Additional Portion of the Term Loan” and collectively, the “Additional Portions of the Term Loan”) in connection therewith:
(i) The proceeds of such Additional Portion of the Term Loan shall be used by Borrowers solely to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition.
(ii) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent the Required Lenders and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent (upon the direction of the Required Lenders) have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are satisfied,.
(iii) Borrower has Borrowers have delivered to Agent and the Required Lenders updated pro forma Projections (after giving effect to the applicable Increase) for Borrower Parent and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Secured Leverage Ratio of Borrower Parent and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 to 1.00 less than the maximum Secured Leverage Ratio permitted pursuant to Section 7.18(a)(i7(c) for such fiscal quarter, quarter and (B) compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase.
(iv) Borrowers shall have agreed with the Lenders (or prospective lenders) to the making the Additional Portion of the Term Loan with respect to the interest rate applicable to the Additional Portion of the Term Loan (which interest rate may be higher than, andequal to, or lower than the interest rate applicable to the Term Loan set forth in this Agreement immediately prior to the date of the making of such Additional Portion of the Term Loan (the date of the effectiveness of the making of such Additional Portion of the Term Loan, the “Increase Date”)) and shall have notified Agent and the Required Lenders as to the amount of such interest rate. Any Increase Joinder may, with the consent of the Required Lenders, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.15 (including any amendment necessary to effectuate the interest rate for the Additional Portion of the Term Loan). Anything to the contrary contained herein notwithstanding, if the total yield (calculated for both the Additional Portion of the Term Loan and the existing Term Loan, including the upfront fees, any interest rate floors and any original issue discount shared with all providers of such Additional Portion of the Term Loan without taking into account any fluctuations in the LIBOR Rate in respect of any such Additional Portion of the Term Loan) exceeds the total yield for the existing Term Loan by 0.25% or more, the interest rate for the existing Term Loan shall be increased so that the total yield in respect of such Additional Portion of the Term Loan is not more than 0.25% higher than the total yield for the existing Term Loan.
(v) Each of the representations and warranties of Parent or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Change in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Change in the text thereof) as of such earlier date).
(vi) No Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result immediately from the making thereof.
(c) The principal amount of each Additional Portion of the Term Loan shall be repaid in consecutive installments each payable not more frequently than on a quarterly basis and each in an amount equal to or less than (i) 5.00% per annum of the initial principal amount of such Additional Portion of the Term Loan, in the case of each such installment required to be made on or prior to the date that is the first anniversary of the Closing Date and (ii) 15.00% per annum of the initial principal amount of such Additional Portion of the Term Loan, in the case of each such installment required to be made during the period after the date that is the first anniversary of the Closing Date and up to and including the date that is the third anniversary of the Closing Date. The outstanding unpaid principal balance and all accrued and unpaid interest on each Additional Portion of the Term Loan shall be due and payable on the earlier of (A) the Maturity Date, and (B) the date of the acceleration of such Additional Portion of the Term Loan in accordance with the terms hereof. Any principal amount of such Additional Portion of the Term Loan that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of each Additional Portion of the Term Loan shall constitute Obligations hereunder.
(d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans the Term Loan shall be deemed, unless the context otherwise requires, to include Revolving Loans any Additional Portion of the Term Loan made pursuant to the increased Revolver Commitments and Maximum Revolver Term Loan Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, Term Loan and Maximum Revolver the Term Loan Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, the Term Loan and Maximum Revolver Term Loan Amount under, and shall be entitled to all the benefits afforded by, by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent (or the Required Lenders) to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code and the PPSA or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Term Loan Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the four (4) year anniversary of the Closing Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the US Revolver Commitments Commitments, the Maximum Revolver Amount and the US Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the US Revolver Commitments Commitments, the US Maximum Revolver Amount and the Maximum Revolver Amount not to exceed the Available Revolver Increase Amount (each such increase, an “Increase”)Amount. Agent shall invite each Lender to increase its US Revolver Commitments (it being understood that no Lender shall be obligated to increase its US Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Xxxxxxxxx, and if sufficient Lenders do not agree to increase their US Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the US Revolver Commitments exceed $10,000,00050,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the US Revolver Commitments Commitments, the US Maximum Revolver Amount and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “"Increase Joinder”"), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has delivered in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated pro forma Projections Form U-1 (after giving with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board, and
(iv) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased US Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased US Revolver Commitments (which interest margins may be with respect to Revolving Loans made pursuant to the increased US Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased US Revolver Commitments (the date of the effectiveness of the increased US Revolver Commitments, the US Maximum Revolver Amount and the Maximum Revolver Amount, the "Increase Date")) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased US Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased US Revolver Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase) for Borrower and its Subsidiaries evidencing Increase Date (A) that on a pro forma basis after giving effect the amount by which the interest margin is higher, the "Excess"), then the interest margin applicable to the applicable Increase, Revolving Loans immediately prior to the Leverage Ratio of Borrower and its Subsidiaries as Increase Date shall be increased by the amount of the end of Excess, effective on the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterapplicable Increase Date, and (B) compliance on a pro forma basis with Section 7.18 for without the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following necessity of any action by any party hereto. For avoidance of doubt, such increased US Revolver Commitments shall be subject to the proposed date of the applicable Increase, andsame terms and conditions as all other US Revolver Commitments.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased US Revolver Commitments Commitments, the US Maximum Revolver Amount and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a US Revolver Commitment prior to the Increase Date (the “"Pre-Increase Revolver Lenders”") shall assign to any Lender which is acquiring a new or additional US Revolver Commitment on the Increase Date (the “"Post-Increase Revolver Lenders”"), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased US Revolver Commitments.
(e) The Revolving Loans, US Revolver Commitments, the US Maximum Revolver Amount and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, US Revolver Commitments, the US Maximum Revolver Amount and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new US Revolver Commitments Commitments, the US Maximum Revolver Amount and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Seventeenth Amendment Effective Date through but excluding the Revolver Maturity date that is the 5th year anniversary of the Seventeenth Amendment Effective Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Revolver Increase Amount (each such increase, an “"Increase”"). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any Lender, any Affiliate of Lender or any other prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 10,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.15 on more than two three (3) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000100,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have has obtained the commitment of one or more Lenders (Lenders, Affiliates of a Lender or other prospective lenders) lenders (reasonably satisfactory to Agent and Borrower Borrowers) to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “"Increase Joinder”"), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock (other than Equity Interests in Parent owned or acquired by Parent), Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board,
(iv) subject to Section 1.9, Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries Borrowers evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 for the 4 12 fiscal quarters months (on assuming a quarter-by-quarter basisCovenant Testing Period is in effect) immediately following the proposed date of the applicable Increase (or, to the extent provided in Section 1.9, LC Test Date),
(v) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Advances to be made pursuant to the increased Revolver Commitments (which interest margins may be higher than or equal to the interest margins applicable to Advances set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the "Increase Date")) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.15 (including any amendment necessary to effectuate the interest margins for the Advances to be made pursuant to the increased Revolver Commitments); provided, that, anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Advances to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Advances hereunder immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the "Excess"), then the interest margin applicable to the Advances immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto, and
(vi) at Agent's discretion, completion of Agent's business and legal due diligence, the results of which must be satisfactory to Agent.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans Advances shall be deemed, unless the context otherwise requires, to include Revolving Loans Advances made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “"Pre-Increase Revolver Lenders”") shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “"Post-Increase Revolver Lenders”"), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans Advances and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans Advances and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall deliver to Agent such agreements, certificates, documents and opinions as Agent shall reasonably request in connection with any Increase, and shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the 4 year anniversary of the Closing Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Revolver Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 2,500,000 and integral multiples of $1,000,000 2,500,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 3 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Parent Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 (whether or not then in effect) for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(iv) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the 4th year anniversary of the Closing Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “"Increase”"). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.2 on more than two three occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000125,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “"Increase Joinder”"), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower Parent and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Total Leverage Ratio of Borrower Parent and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Total Leverage Ratio permitted pursuant to Section 7.18(a)(i7(e) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(iv) Borrower shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Advances to be made pursuant to the increased Revolver Commitments (which interest margins may be, with respect to Advances made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Advances set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the "Increase Date")) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.2 (including, without limitation, any amendment necessary to effectuate the interest margins for the Advances to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Advances to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Advances immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the "Excess"), then the interest margin applicable to the Advances immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans Advances shall be deemed, unless the context otherwise requires, to include Revolving Loans Advances made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.2.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “"Pre-Increase Revolver Lenders”") shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “"Post-Increase Revolver Lenders”"), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans Advances and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans Advances and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.2 shall constitute Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
(f) Increase Joinders may also take the form of an amendment to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Post-Increase Revolver Lenders agreeing to provide such additional Revolver Commitment on the Increase Date and the Agent. Such amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions and intent of this Section 2.2 and the application of the proceeds thereof.
Appears in 1 contract
Samples: Credit Agreement (MDC Partners Inc)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity DateOctober 11, 2016, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”); provided, that in no event shall the Revolver Commitments and the Maximum Revolver Amount be increased by an amount in excess of the Available Revolver Increase Amount. Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 5 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithAmount:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are 3.2 is satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower Parent and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(iv) Borrower shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments is higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
2.5 Section 5.14 of the Agreement is hereby deleted in its entirety and replaced by the following:
Appears in 1 contract
Samples: Credit Agreement (Q2 Holdings, Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Closing Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Revolver Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Xxxxxxxxx, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two three (3) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,, and
(iii) Borrower has delivered Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to Agent updated pro forma Projections the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (after giving which interest margins may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase) for Borrower and its Subsidiaries evidencing Increase Date (A) that on a pro forma basis after giving effect the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the applicable Increase, Revolving Loans immediately prior to the Leverage Ratio of Borrower and its Subsidiaries as Increase Date shall be increased by the amount of the end of Excess, effective on the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterapplicable Increase Date, and (B) compliance on a pro forma basis with Section 7.18 for without the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date necessity of the applicable Increase, andany action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Revolver Increase Amount (each such increase, an “Increase”). Agent shall invite each Revolving Lender to increase its Revolver Commitments (it being understood that no Revolving Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase in an amount that is equal to the product of (x) the proposed Increase multiplied by (x) such Revolving Lenders Commitment divided by the sum of all Commitments immediately prior to the date of such proposed Increase, and if sufficient Revolving Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers and is an Eligible Transferee to become a Revolving Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may shall the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two three (3) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases exceed the sum of (x) $60,000,000 plus (y) subject to the Revolver satisfaction of the Available Borrowing Base Increase Amount Conditions, the Available Borrowing Base Increase Amount; provided that any Increase shall only be permitted if no “default” has occurred and is continuing and has not been waived under the Term Loan Credit Agreement or would result therefrom and (with respect only to Increases resulting in the Commitments exceed being above $10,000,000165,000,000) if and only if on a pro forma basis after giving effect thereto (and assuming for this purpose that all Commitments under this Agreement after giving effect to such Increase are fully drawn), the Leverage Ratio (as such term is defined in the Term Loan Agreement as in effect on the date hereof) is less than the Leverage Ratio set forth under Section 6.1 of the Term Loan Agreement as in effect on the date hereof applicable at the end of the most recent fiscal quarter for which financial statements are available under the Term Loan Credit Agreement.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Revolving Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Revolving Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Revolving Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,, and
(iii) Borrower has delivered the terms of any Increase shall be identical to Agent updated pro forma Projections this Agreement (after giving effect except with respect to any up-front fees payable in connection therewith) (the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to date of the applicable effectiveness of any Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and“Increase Date”).
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Revolving Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Revolving Lenders”) shall assign to any Revolving Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Revolving Lenders”), and such Post-Increase Revolver Revolving Lenders shall purchase from each Pre-Increase Revolver Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Revolving Lenders and Post-Increase Revolver Revolving Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments. For purposes of clarity, the foregoing provision is not intended to reduce any Pre-Increase Revolving Lender’s existing Commitment.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement ClosingThird Amendment Effective Date through but excluding the Revolver date that is 180 days prior to the Maturity Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall and Borrowers may invite each Lender existing Lenders to increase its their Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) Commitment), and/or one or more prospective lenders who are reasonably satisfactory to Agent and Borrowers to become new Lenders in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments enacted after the Third Amendment Effective Date exceed $10,000,00050,000,000.75,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithAmount:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,, and
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,, and
(iii) Borrower has delivered in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated pro forma Projections Form U-1 (after giving effect with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect Lenders to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as comply with any of the end requirements under Regulations T, U or X of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, andFederal Reserve Board.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each On the date of the effectiveness of the increased Revolver Commitments (the “Increase Date”), each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (Unifi Inc)
Accordion. (a) At any time after the date of this Agreement, the Borrowers may request by written notice (an “Increase Notice”) to the Administrative Agent that the Revolving Credit Commitment be increased (a “Commitment Increase”) by an amount that is not greater than $10,000,000 (the “Maximum Increase Amount”). Each Increase Notice shall state (i) the amount of the requested Commitment Increase, which shall not be less than $5,000,000 (the “Additional Commitment”) unless such amount is a lesser amount equal to the difference between the Maximum Increase Amount minus the initial Commitment Increases, and (ii) the proposed date on which the Commitment Increase would be effective (such date or any later date as the Administrative Agent shall reasonably specify in light of the time required to seek the Additional Commitment, the “Proposed Increase Date”). In no event may the Revolving Credit Commitment be increased pursuant to this Section 2.8 on more than two (2) occasions during the period term of this Agreement.
(b) The Administrative Agent shall promptly notify the Lenders of a request by the Borrowers for a Commitment Increase, which notice shall include (i) a copy of the Increase Notice and a statement from and after the Restatement Effective Date through but excluding Administrative Agent as to the Revolver Maturity Proposed Increase Date, at if different from that set forth by the Borrowers in the Increase Notice, and (ii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Additional Commitment Date”). In connection with any request for a Commitment Increase, each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Additional Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed upon between the Borrowers and the Administrative Agent.
(c) Promptly following the Additional Commitment Date, the Administrative Agent shall notify the Borrowers as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in the requested CREDIT AGREEMENT AMONG CIT FINANCE LLC, THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES Commitment Increase on the Additional Commitment Date is less than the requested Commitment Increase, then the Administrative Agent may extend offers to one or more other lenders that are selected by the Administrative Agent in its sole discretion and approved by the Borrowers, such approval not to be unreasonably withheld, conditioned or delayed, to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the Additional Commitment Date.
(d) In the event that the Administrative Agent is unable to obtain Commitments from the existing Lenders and any new lenders sufficient to increase the Revolving Credit Commitment by the amount of the requested Commitment Increase, the Administrative Agent shall give written notice thereof to the Borrowers. The Borrowers shall have the option of Borrower (but subject increasing the Revolving Credit Commitment up to the conditions set forth in clause level, if any, for which the Administrative Agent was able to obtain Commitments by giving written notice of such election to the Administrative Agent within ten (b10) below)days after receipt of notice from the Administrative Agent of such Commitments. If the Borrowers shall fail to deliver such notice within such ten (10) day period, the Revolver Commitments Borrowers shall be deemed to have elected to not increase the Revolving Credit Commitment at such time.
(e) Unless otherwise mutually agreed by the Borrowers and the Maximum Revolver Amount may be increased by an amount Administrative Agent, the closing of any increase in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase Revolving Credit Commitment contemplated by this Section 2.8 (the date of such Increase is madeclosing, the “Increase Date”)) shall occur on the Proposed Increase Date. Any On the Increase Date, each new lender that accepts an offer to participate in a requested Commitment Increase in accordance with the provisions of this Section 2.8 shall become an additional Lender (“Additional Lender”) as of such Increase Date, and the Commitment of each Increasing Lender shall be in increased by an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant sufficient to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and reflect its agreed that in no event shall the aggregate amount upon share of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of Additional Commitment; provided, however, the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithare met:
(i) all fees and expenses owing to the Lenders and the Administrative Agent have been paid in accordance with this Agreement, including any increased fees or Borrower expenses attributable to the Additional Commitment on or prior to the Increase Date, as contemplated by this Agreement;
(ii) no Default or Event of Default shall exist on the Increase Date;
(iii) the Borrowers shall deliver to the Administrative Agent on or before the Increase Date a certificate stating that all of the foregoing conditions have obtained been satisfied and that the commitment representations and warranties contained in the Loan Documents are true and correct on and as of one the Increase Date (except for those (i) which expressly relate to an earlier date which shall be true and correct as of such earlier date, and (ii) which are qualified as to materiality or more Lenders (or other prospective lenders) reasonably satisfactory to Agent Material Adverse Effect which shall be true and Borrower to provide the applicable Increase and any such Lenders (or prospective lenderscorrect in all respects), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent;
(iv) each Increasing Lender shall deliver a writing reasonably satisfactory to the Administrative Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each confirming the increase in the amount of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, Commitment; and
(cv) Unless otherwise specifically provided herein, all references in this Agreement a duly executed Assignment and any other Loan Document to Revolving Loans Acceptance shall be deemeddelivered in form and substance satisfactory to the Administrative Agent, unless the context otherwise requires, to include Revolving Loans made pursuant to which each Additional Lender shall become a Lender party to this Agreement.
(f) In connection with any requested increase of the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.8, the Borrowers shall execute and deliver to the Administrative Agent such documents, instruments and information as the Administrative Agent shall reasonably request in order to evaluate the request for the Additional Commitments, successfully syndicate and evidence the proposed Commitment Increase. If the Revolving Credit Commitment is increased by the Additional Commitment in accordance with this Section 2.8, the Administrative Agent shall send to each Lender a writing showing the changes in their respective Revolving Credit Commitment.
(dg) Each In no event shall the fees, (other than upfront fees), interest rate and other compensation offered or paid in respect of the Additional Commitments or increase in Commitments to any Additional Lender have higher rates than the amounts paid and payable to CIT or any other then existing Lenders in respect of their Commitments unless the fees (other than upfront fees), interest and other compensation paid to CIT and the other existing Lenders is increased to an equivalent amount, unless otherwise agreed upon by the Administrative Agent, CREDIT AGREEMENT AMONG CIT FINANCE LLC, THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES and the terms and conditions applicable to the Additional Commitment shall be the same as for the rest of the Revolving Credit Commitment, except as otherwise agreed by the Administrative Agent; provided that the upfront fees payable to the Lenders in respect of such Additional Commitment may be different from the upfront fees payable to the Lenders in respect of their initial Commitments under this Agreement.
(h) Any increase in the Revolving Credit Commitment and the performance by the Administrative Agent of its obligations under this Section 2.8 shall not be subject to any consent of the Lenders.
(i) Nothing in this Section 2.8 shall constitute a commitment to lend or an agreement to make a lending commitment or to make credit available or to syndicate the Commitment Increase on the part of the Lenders having a Revolver or the Administrative Agent. The Borrowers acknowledge and agrees that any proposed Commitment prior to Increase shall be subject to, among other things, then existing market conditions or prospects, the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new satisfactory completion of each Additional Lender’s or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”)Increasing Lender’s, as applicable, respective diligence, underwriting and internal approval procedures, and such Post-Increase Revolver Lenders any failure of any Person to obtain internal approvals for or to successfully syndicate any Commitment Increase, shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) not constitute a breach or default hereunder. The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and Borrowers shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from withdraw their request for a Commitment Increase at any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect time prior to the establishment closing of any such new Revolver Commitments and Maximum Revolver AmountCommitment Increase.
Appears in 1 contract
Accordion. 2.23.1. Subject to the terms and conditions of this Section 2.23, and provided no Default or Matured Default exists, the Borrower shall have the right from time to time on or before the Termination Date (abut in no event more than two (2) At any time times during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Dateterm of this Agreement), at the option of Borrower (but subject upon written notice to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount Administrative Agent (each such increasewritten notice, an a “IncreaseRevolving Credit Increase Notice”). Agent shall invite each Lender , to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) on the date specified in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed the Revolving Credit Increase Notice (the date such Increase is made, the “Revolving Credit Increase Date”). Any , the amount of the Revolving Credit Commitment by the amount specified in the Revolving Credit Increase Notice (the “Revolving Credit Increase Amount”) which shall be in an amount of at least $5,000,000 and integral multiples a minimum of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally10,000,000; provided, for the avoidance of doubthowever, it is understood and agreed that in no event shall the aggregate amount of the Increases Revolving Credit Loans and the aggregate Revolving Credit Commitment be increased to an amount greater than $325,000,000, and further provided, that no such Revolving Credit Increase Amount shall be permitted under this Agreement if a Default or Matured Default shall exist on the Revolver Commitments exceed $10,000,000date the Administrative Agent receives the Revolving Credit Increase Notice or on the Revolving Credit Increase Date.
(b) Each 2.23.2. The Administrative Agent shall promptly notify the Banks of any Revolving Credit Increase Notice from the Borrower, and each of the following Banks shall be conditions precedent to any Increase of notify the Revolver Commitments Borrower and the Maximum Revolver Amount Administrative Agent of its determination whether to participate in connection therewith:
(i) Agent or Borrower have obtained the commitment of requested increase in the Revolving Credit Commitment. If one or more Lenders of the Banks elects not to increase its Commitment (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide increase its Commitment by an amount less than its Pro Rata of the applicable Revolving Credit Increase and any such Lenders (or prospective lendersAmount), Borrowerthe Borrower may request that the other Banks increase their Commitments by the amount of the shortfall or seek to obtain Commitments from other financial institutions to become additional Banks under this Agreement (subject to the consent of the Administrative Agent, and but without the consent of any other Banks). The Borrower shall notify the Administrative Agent of any financial institution that shall have signed a joinder agreement agreed to become an additional Bank party to this Agreement (a “New Bank”) in connection with a Revolving Credit Increase Notice and the amount of its proposed Commitment, and the Administrative Agent shall then consent or withhold consent to the admission of the proposed New Bank. If the Borrower is unable to obtain approval from the Banks to increase their Commitments and/or to secure Commitments from New Banks for the full amount of the Revolving Credit Increase Amount, the Revolving Credit Increase Notice shall become effective only to the extent of the increased or new Commitments actually obtained; provided that no increase in the Revolving Credit Commitment shall become effective unless the Borrower is able to obtain approval from one or more Banks to increase their Commitments and/or to secure Commitments from New Banks for an “aggregate increase in the Revolving Credit Commitment of at least $5,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Bank to increase its Commitment at any time, and no Bank shall be obligated to agree to any increase in its Commitment.
2.23.3. Any increase in the Revolving Credit Commitment shall be subject to the satisfaction of the following conditions precedent at or as of the Revolving Credit Increase Joinder”), Date: (i) no Default or Matured Default shall have occurred and then be continuing; (ii) all representations and warranties contained in this Agreement shall be true and correct in all material respects as though made on such date; (iii) each Bank that shall have agreed to provide an increase in its Commitment shall have confirmed such increase to the Borrower and the Administrative Agent in writing; (iv) each New Bank shall have executed and delivered such documents as the Administrative Agent shall have reasonably required in order for it to subscribe to the terms and conditions of this Agreement and the other Loan Documents and agree to be bound by the terms and provisions hereof and thereof or as the Administrative Agent shall have reasonably requested in connection with such increase; (v) each New Bank shall have executed and delivered a supplement to the Prudential Intercreditor Agreement and such other documents as may be reasonably required in order for it to subscribe to the terms and conditions of the Prudential Intercreditor Agreement; (vi) counsel for the Borrower shall have provided to the Administrative Agent a supplemental opinion in form and substance reasonably satisfactory to the Administrative Agent, to which such Lenders ; (or prospective lenders), Borrower, and Agent are party,
(iivii) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving outstanding Loans shall be deemed, unless have been reallocated ratably among the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
Banks (dincluding new Banks) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increase; and (viii) all legal matters incident to such increase and the admission of any New Banks under this Agreement shall be satisfactory to the Administrative Agent and its counsel. The Borrower agrees to compensate each Bank, to the extent required by Section 2.20, for any losses or expenses incurred by such Bank in connection with the reallocation of any outstanding Revolving Credit Loans. The Borrower shall execute and deliver (i) to each Bank that shall have agreed to provide an increase in its Commitment, a substitute Note payable to the order of such Bank in the principal amount of its increased Revolver Commitments.
(e) The Revolving Loans, Revolver CommitmentsCommitment, and Maximum Revolver Amount established pursuant (ii) to this Section 2.15 shall constitute Revolving Loanseach New Bank, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect a new Note payable to the establishment order of any such new Revolver Commitments each New Bank in the principal amount of its Commitment. No increase in the Revolving Credit Commitment shall become effective unless and Maximum Revolver Amountuntil each of the foregoing conditions precedent has been satisfied.
Appears in 1 contract
Samples: Credit Agreement (Saia Inc)
Accordion. (a) At any time during Borrowing Agent may by written notice to Agent elect to request the period from and after establishment of one or more increases in the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower Revolving Commitment (but subject to the conditions set forth with a corresponding increase in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount Revolving Advance Amount) (each such increase, an “"Incremental Commitment Increase”" and, all such increases, collectively, the "Incremental Commitment Increases") to make incremental Revolving Advances (any such incremental Revolving Advance, an "Incremental Loan"); provided that (1) the total aggregate amount for all such Incremental Commitment Increases shall not (as of any date of incurrence thereof) exceed the amount of $100,000,000 and (2) the total aggregate amount for each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall not be less than the amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Agent Each such notice shall specify the date (each, an "Increased Amount Date") on which Borrowers propose that any Incremental Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Agent. Borrowers shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance Person reasonably satisfactory to Agent, to which provide an Incremental Commitment Increase (any such Person, an "Incremental Lender"). Any Lender offered or approached to provide all or a portion of any Incremental Commitment Increase may elect or decline, in its sole discretion, to provide such Incremental Commitment Increase. In the event the Incremental Commitment Increases agreed to be provided by Lenders and such other Persons exceed the Incremental Commitment Increase request, Agent shall allocate such Incremental Commitment Increase as determined by Agent. Any Incremental Commitment Increase shall become effective as of such Increased Amount Date; provided that:
(i) no Default or prospective lenders), Borrower, and Agent are party,Event of Default shall exist on such Increased Amount Date before or after giving effect to any Incremental Commitment Increase;
(ii) each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall constitute Obligations of Borrowers and be on the conditions precedent set forth in Section 3.3 are satisfied,same terms (including, without limitation, interest rate, fees, voting rights and maturity date) as the existing Revolving Commitments and shall be permitted under the Note Indenture;
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower extent that such Incremental Commitment Increase is being provided by an Incremental Lender that is not a Lender hereunder at the time of such increase, such Incremental Commitment Increase shall be effected pursuant to one or more agreements joining such Lender to this Agreement executed and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to delivered by Borrowers, Agent and the applicable IncreaseIncremental Lenders (which Lender joinder agreement may, without the Leverage Ratio consent of Borrower any other Lenders, effect such amendments to this Agreement and its Subsidiaries the Other Documents as may be necessary or appropriate, in the opinion of Agent, to effect the end provisions of this Section 2.24);
(iv) Credit Parties shall execute and deliver additional Other Documents (including, without limitation, such opinions, resolutions, certificates and other instruments related thereto) as may be reasonably requested by Agent to effectuate the fiscal quarter most recently ended as to which financial statements were required foregoing;
(v) GLDD shall deliver or cause to be delivered pursuant to this Agreement was at least 0.25 less than any customary legal opinions or other documents reasonably requested by Agent in connection with any such transaction.
(b) The Incremental Lenders shall be included in any determination of the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterRequired Lenders, and (B) compliance on the Incremental Lenders will not constitute a pro forma basis with Section 7.18 separate voting class for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, andany purposes under this Agreement.
(c) Unless otherwise specifically provided hereinOn any Increased Amount Date on which any Incremental Commitment Increase becomes effective, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant subject to the increased Revolver Commitments foregoing terms and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having conditions, each Incremental Lender providing an Incremental Commitment Increase shall become a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance hereunder with their Pro Rata Share after giving effect respect to such increased Revolver CommitmentsIncremental Commitment Increase.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Great Lakes Dredge & Dock CORP)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the one (1) year anniversary of the Fifth Amendment Effective Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Revolving Credit Facility Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments Revolving Credit Facility Commitment and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments Revolving Credit Facility Commitment (it being understood that no Lender shall be obligated to increase its Revolver CommitmentsRevolving Credit Facility Commitment) in connection with a proposed IncreaseIncrease on the terms set forth in this Agreement, and if sufficient Lenders do not agree to increase their Revolver Commitments Revolving Credit Facility Commitment in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments Revolving Credit Facility Commitment and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.19 on more than two 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments Revolving Credit Facility Commitment and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Agent shall have received form FR U-1 for each Lender fully completed and executed by Borrower, and
(iv) Borrower has delivered to Agent updated pro forma Projections calculations (after giving effect to the applicable Increase) for Borrower Ultimate Parent and its Subsidiaries evidencing that: (Ai) that on a pro forma basis after giving effect to the applicable Increase, Fixed Charge Coverage Ratio for the Leverage Ratio of Borrower and its Subsidiaries four consecutive fiscal quarter periods ending as of the end last day of the fiscal quarter most recently ended prior to the Increase Date as to which financial statements were required to be delivered pursuant to this Agreement was Agreement, is greater than the ratio required by Section 6.14 for such period by at least 0.25 less 10% of such required ratio, (ii) the Liquidity, as of the Increase Date, is each greater than the maximum Leverage Ratio permitted pursuant to amount required by Section 7.18(a)(i) for 6.14 as of such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date by at least 10% of the applicable Increase, andsuch required amount.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments Revolving Credit Facility Commitment and Maximum Revolver Amount pursuant to this Section 2.152.19.
(d) Each of the Lenders having a Revolver Revolving Credit Facility Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Revolving Credit Facility Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Revolving Credit Facility Commitments.
(e) The Revolving Loans, Revolver Revolving Credit Facility Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.19 shall constitute Revolving Loans, Revolver Revolving Credit Facility Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Revolving Credit Facility Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (JMP Group LLC)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the four (4) year anniversary of the Closing Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments Commitments, the Maximum Revolver Amount and the Maximum Stated Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and Commitments, the Maximum Revolver Amount and the Maximum Stated Revolver Amount not to exceed exceed, for each such increase, the Available Increase Amount at the time of such increase (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent Agent, Swing Lender, each Issuing Bank and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 (or if less, the then Available Increase Amount) and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments Commitments, the Maximum Revolver Amount and the Maximum Stated Revolver Amount be increased pursuant to this Section 2.14 on more than two five (5) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00050,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments Commitments, the Maximum Revolver Amount and the Maximum Stated Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) lenders reasonably satisfactory to Agent Agent, Swing Lender, each Issuing Bank and Borrower Borrowers) to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party, and, to the extent that prospective lenders are providing any portion of the applicable Increase, such prospective lenders have been approved in writing by Swing Lender and each Issuing Bank (such approval not to be unreasonably withheld, delayed or conditioned),
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) upon and following the Increase Date (as hereinafter defined), either (A) (x) the Borrowing Base shall be deemed of no further force and effect and shall be replaced in its entirety with the Accordion Borrowing Base (thereby reducing certain advance rates applicable to Eligible Inventory in the Borrowing Base) and (y) either (1) the FILO Term Loan shall have been repaid in full or (2) Administrative Borrower has shall have delivered to Agent updated pro forma Projections (after giving effect and the Lenders a certificate of the chief financial officer, treasurer or controller of Accuride in form and substance reasonably satisfactory to Agent certifying as of such Increase Date that the applicable IncreaseFILO Term Loan constitutes Indebtedness permitted under Section 4.09(b)(13) for Borrower of the Senior Secured Notes Indenture and specifying all other Indebtedness of Accuride and/or its Subsidiaries evidencing (Awhich is then included under Section 4.09(b)(13) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and Senior Secured Notes Indenture or (B) compliance Borrowers shall have delivered to Agent a fully-executed copy of an Accordion Amendment, which Accordion Amendment shall be in full force and effect on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable IncreaseIncrease Date, and
(iv) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments, Maximum Revolver Amount and Maximum Stated Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans hereunder immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) [Intentionally omitted].
(d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments Commitments, Maximum Revolver Amount and Maximum Stated Revolver Amount pursuant to this Section 2.152.14.
(de) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(ef) The Revolving Loans, Revolver Commitments, Maximum Revolver Amount, and Maximum Stated Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, Maximum Revolver Amount, and Maximum Stated Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments Commitments, Maximum Revolver Amount and Maximum Stated Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (Accuride Corp)
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Revolving Credit Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Revolving Credit Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “"Increase”"). Administrative Agent shall invite each Lender to increase its Revolver Revolving Credit Commitments (it being understood that no Lender shall be obligated to increase its Revolver Revolving Credit Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Revolving Credit Commitments in connection with such proposed Increase, then Administrative Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Administrative Agent and Borrower in its sole discretion to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Revolving Credit Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.12 on more than two 3 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Revolving Credit Commitments exceed $10,000,00015,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Revolving Credit Commitments and the Maximum Revolver Amount in connection therewith:
(i) Administrative Agent or Borrower have has obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Administrative Agent and Borrower in its sole discretion to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Administrative Agent have signed a joinder agreement to this Agreement (an “"Increase Joinder”"), in form and substance reasonably satisfactory to Administrative Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Administrative Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 5.02 are satisfied,
(iii) Borrower has Borrowers have delivered to Administrative Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower Parent and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7.03 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(iv) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolving Credit Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolving Credit Commitments (which interest margins may be higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolving Credit Commitments (the date of the effectiveness of the increased Revolving Credit Commitments, the "Increase Date")) and shall have communicated the amount of such interest margins to Administrative Agent. Any Increase Joinder may, with the consent of Administrative Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.12 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolving Credit Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolving Credit Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the "Excess"), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Revolving Credit Commitments and Maximum Revolver Amount pursuant to this Section 2.152.12.
(d) Each of the Lenders having a Revolver Revolving Credit Commitment prior to the Increase Date (the “"Pre-Increase Revolver Lenders”") shall assign to any Lender which is acquiring a new or additional Revolver Revolving Credit Commitment on the Increase Date (the “"Post-Increase Revolver Lenders”"), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Revolving Credit Commitments.
(e) The Revolving Loans, Revolver Commitments, Loans and Maximum Revolver Amount Revolving Credit Commitments established pursuant to this Section 2.15 2.12 shall constitute Revolving Loans, Revolver Commitments, Loans and Maximum Revolver Amount Revolving Credit Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code UCC or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver AmountRevolving Credit Commitments.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Delayed Draw Term Loan Commitment Termination Date through but excluding the Revolver Final Maturity Date, at the option of Borrower the Borrowers by written notice to the Administrative Agent (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Term Loan Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Term Loan Amount not to exceed the Available Increase Amount (each such increase, an “"Increase”"). Agent The Administrative Borrower shall invite each Lender to increase its Revolver Commitments the Term Loan Amount (it being understood that no Lender shall be obligated to increase its Revolver Commitmentsthe Term Loan Amount) in connection with a proposed IncreaseIncrease at the interest margin proposed by the Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments the Term Loan Amount in connection with such proposed Increase, then Agent or Borrower the Borrowers may invite any prospective lender who is reasonably satisfactory to Agent the Required Lenders and Borrower the Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase Additional Portion of the Term Loan shall be in an amount of at least $5,000,000 30,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments thereof and the Maximum Revolver Amount shall not be increased pursuant to this Section 2.14 made on more than two five (5) occasions in during the aggregate for all such Increases. Additionally, for the avoidance term of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000this Agreement.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments Term Loan Amount and the Maximum Revolver Amount making of the additional portion of the Term Loan (each, an "Additional Portion of the Term Loan" and collectively, the "Additional Portions of the Term Loan") in connection therewith:
(i) Agent or The Administrative Borrower have has obtained the commitment of one or more Lenders (or and/or other prospective lenders) lenders reasonably satisfactory to Agent the Required Lenders and Borrower the Administrative Borrower) to provide the applicable Increase and any such Lenders (or and/or prospective lenders), Borrowerthe Borrowers, and the Administrative Agent have signed a joinder agreement to this Agreement (an “"Increase Joinder”"), in form and substance reasonably satisfactory to Agentthe Required Lenders, to which such Lenders (or and/or prospective lenders), Borrowerthe Borrowers, and the Administrative Agent are partyparty (for the avoidance of doubt, no Lender shall have any obligation whatsoever to provide or consider providing any Increase and may refuse to provide any requested Increase for any reason or no reason at all). In addition, such additional Lenders shall deliver all reasonably requested administrative detail forms and tax forms to the Administrative Agent, satisfied,
(ii) each of the conditions precedent set forth in Section 3.3 5.02(a), (b), (c), (d) and (g) are satisfied,
(iii) (x) the proceeds of such Additional Portion of the Term Loan may only be used to fund all or a portion of the cash consideration for a Permitted Acquisition and the related transaction costs and (y) the Administrative Borrower has shall have delivered to Agent updated pro forma Projections (after giving effect the Agents prior to the applicable Increase) for Borrower and its Subsidiaries evidencing funding of such Additional Portion of the Term Loan (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio certificate of Borrower and its Subsidiaries as an Authorized Officer of the end Administrative Borrower certifying that such transaction complies with the definition of the fiscal quarter most recently ended as to which financial statements were "Permitted Acquisition" and (B) all deliverables required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment or prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and consummation of such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected Permitted Acquisition under the Code or otherwise after giving effect to the establishment definition of any such new Revolver Commitments and Maximum Revolver Amount.Permitted Acquisition,
Appears in 1 contract
Samples: Financing Agreement
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding date on which the Revolver Maturity DatePrimary Syndication has been completed, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that for the avoidance of doubt, no Lender shall be obligated have any obligation whatsoever to increase its Revolver Commitmentsprovide or consider providing any requested Increase and may refuse to provide any request to provide any requested Increase for any reason or no reason at all) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithAmount:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries Loan Parties evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters 12 months (on a quartermonth-by-quarter month basis) immediately following the proposed date of the applicable Increase (calculated as if a Financial Covenant Trigger Period is then in effect),
(iv) Borrower shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Commitments (which interest margins may be with respect to Revolving Loans made pursuant to the increased Commitments, higher than, equal to, or less than the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Commitments (the date of the effectiveness of the increased Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto,
(v) Agent has received payment in full of the fee that is payable to Agent pursuant to the Fee Letter in connection with such Increase, and
(vi) except as described in the foregoing clause (iv), the terms and conditions with respect to the Increase shall be same as those which were in effect immediately prior to giving effect to such Increase.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
(f) If, following Borrower’s request for an Increase pursuant to this Section 2.14, a Lender assigns (or is in discussions with another Person regarding a proposed assignment) all or a portion of its Obligations, and delegates (or is in discussions with another Person regarding a proposed delegation) of all of its Commitments, such Lender shall be entitled to consummate such assignment and delegation without any obligation to allocate any portion thereof to the requested Increase.
Appears in 1 contract
Accordion. (a) At any Prior to the Accordion Expiry Date, Borrower may, from time during the period from and to time after the Restatement Effective Date through but excluding the Revolver Maturity Date, at but not more than on three (3) occasions, request by a notice to Administrative Agent in substantially the option form of Borrower Exhibit 2.1(d) (but subject an “Accordion Request”) delivered in writing or via telecopy, that Deutsche Bank provide an increase in the Maximum Commitment in a principal amount of up to the conditions set forth in clause Accordion Commitment (bsuch increase an “Accordion Amount”) below), the Revolver Commitments and such that the Maximum Revolver Amount may be increased by an amount in the aggregate for Commitment following all such increases shall not exceed in the aggregate, $300,000,000. Each Accordion Request shall be for an amount at least equal to $10,000,000 except to the extent the unused portion of the Revolver Commitments Accordion Amount is less than $10,000,000 in which event such request may be for such unused amount. Upon receipt by Deutsche Bank of notice from Administrative Agent of the Accordion Request and if no Event of Default is then continuing, then Deutsche Bank shall increase its Commitment by the amount of the Accordion Amount following the completion by Administrative Agent of Schedule I to the Accordion Request and the Maximum Revolver Amount not to exceed countersignature of the Available Increase Amount (each such increaseAccordion Request by Deutsche Bank. Upon full execution of the Accordion Request, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Administrative Agent and Borrower to become a Lender shall establish the effective date of the increase in connection with a proposed Increase the Maximum Commitment (the date such Increase is made, the “Accordion Increase Date”). Any On the Accordion Increase shall be in an amount Date, provided that no Event of at least $5,000,000 Default has occurred and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionallyis continuing, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount or would occur by virtue of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following Accordion Amount, Borrower shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained execute and deliver an amended and restated Note to Deutsche Bank in the commitment amount of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerDeutsche Bank’s new Commitment, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each pay to Administrative Agent the fee due and payable pursuant to the Fee Letter with respect thereto. In addition thereto, on the Accordion Increase Date, Borrower shall, as a condition of the requested Accordion Amount, satisfy the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries 6.3 as of the end Accordion Increase Date. On the Accordion Increase Date, the Maximum Commitment shall be the sum of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) Maximum Commitment in effect immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Accordion Increase Date (Date, plus the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Accordion Amount.
Appears in 1 contract
Samples: Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Accordion. Subject to the terms and conditions of this Section 2.21, and provided no Default exists, Borrower shall have the right from time to time (abut in no event more than two (2) At times during any time during the period from and given month) after the Restatement Effective Date through but excluding date hereof and before the Revolver Maturity Termination Date, at the option of Borrower upon not less than thirty (but subject 30) Business Days’ prior written notice to the conditions set forth in clause Agent (b) belowsuch written notice being herein referred to as a “Revolving Credit Increase Notice”), to increase on the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount date specified in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Revolving Credit Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase Notice (the date such Increase is made, the “Revolving Credit Increase Date”). Any , the amount of the Revolving Credit Commitment by the amount specified in the Revolving Credit Increase Notice (the “Revolving Credit Increase Amount”) which shall be in an amount of at least $5,000,000 and integral multiples a minimum of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally10,000,000; provided, for the avoidance of doubthowever, it is understood and agreed that in no event shall the aggregate amount of the Increases Revolving Credit Loans and the aggregate Revolving Credit Commitment be increased to an amount greater than $260,000,000, and further provided, however, that no such Revolving Credit Increase Amount shall be permitted under this Agreement if a Default shall exist on the date Agent receives the Revolving Credit Increase Notice or on the Revolving Credit Increase Date. Subject to the Revolver Commitments exceed $10,000,000.
(b) Each preceding sentence, on the Revolving Credit Increase Date, the aggregate Revolving Credit Commitment shall be increased by the Revolving Credit Increase Amount and each Bank’s Commitment and Revolving Credit Commitment shall be increased by such Bank’s Pro Rata Share of the Revolving Credit Increase Amount; provided, however, any such increase is subject to the following shall be additional conditions precedent being satisfied in form and substance satisfactory to any Increase of the Revolver Commitments Agent and the Maximum Revolver Amount in connection therewithits counsel:
(i) Agent or Borrower shall have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory delivered to Agent an Amended and Restated Revolving Credit Note payable to the order of the relevant Bank, reflecting the increased Revolving Credit Commitment of such Bank, duly executed by Borrower; and (ii) Borrower shall have delivered to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement an amendment to this Agreement (an “evidencing this Revolving Credit Increase Joinder”)Amount, in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), duly executed by Borrower, with Agent being hereby authorized by each Bank to execute such amendment on behalf of such Bank. Notwithstanding the foregoing, (i) no Bank shall be required to participate in any increase, and Agent are party,
(ii) each advances hereunder paid by Borrower may not be re-advanced.
2.21.1 The Agent shall promptly notify existing Banks of such request by the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing each such Bank shall have ten (A10) that on a pro forma basis after giving effect Business Days in which to notify the applicable Increase, the Leverage Ratio Agent in writing of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as such Bank’s intent to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for participate in such fiscal quarter, and increase (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the each an “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver LendersExisting Participating Lender”), and the amount of such Post-Revolving Credit Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal Amount such Existing Participating Lender is willing to commit to (which amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect allocated to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with each Existing Participating Lender according to their existing Pro Rata Share after giving effect to such increased Revolver Commitments.
(eShares should there be an over-commitment) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and which notice shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting irrevocable once received by Agent. Notwithstanding the foregoing, benefit equally in no event shall the Agent be obligated to agree to any Revolving Credit Increase Amount nor shall any Bank be obligated to participate in any Revolving Credit Increase Amount. Participation in any such Revolving Credit Increase Amount shall be completely optional and ratably from at the sole discretion of each Bank.
2.21.2 To the extent that the entire Revolving Credit Increase Amount requested by the Borrower and consented to by Agent is not accepted by Existing Participating Lenders, the Borrower may propose to Agent additional new lenders acceptable to Agent (“New Lenders”) who agree to commit to that portion of the Revolving Credit Increase Amount not accepted by Existing Participating Lenders. Thus, any guarantees Revolving Credit Increase Amount shall be effected by an increase in any one or more of the Existing Participating Lenders’ Commitments, and/or by the addition of the Commitments of New Lenders(s) (in each case, the “Participating Lenders”).
2.21.3 Notwithstanding the foregoing, (i) final allocation of each Revolving Credit Increase Amount shall be at the sole discretion of the Agent and the security interests created Borrower; and each Participating Lender shall commit to an amount not less than $1,000,000, but shall accept any allocation amount designated by the Loan Documents. Borrower shall take any actions reasonably required by and the Agent that is equal to ensure or less than its proposed portion of such Revolving Credit Increase Amount and demonstrate that (ii) during the Liens and security interests granted by first thirty (30) Business Days following the Loan Documents continue to be perfected under Closing Date, the Code or otherwise after giving effect Borrower may request Revolving Credit Increase Amount adding New Lenders upon not less than five (5) Business Days prior written notice to the establishment Agent, without being required to offer any portion of such Commitment Increase to any such new Revolver Commitments and Maximum Revolver Amountexisting Lender.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding and so long as Borrower has at no time reduced the Revolver Maturity DateCommitments pursuant to Section 2.4(b), at the option of Borrower (but subject to the conditions set forth in clause (bSection 2.2(b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such IncreasesIncrease. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00075,000,000 and the Maximum Revolver Amount shall not exceed $150,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithAmount:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Sections 2.1(a), 3.2, and 15.1 is satisfied and Borrower shall not at any time prior thereto have exercised its right to reduce the Commitments pursuant to Section 3.3 are satisfied2.4(b),
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increasein accordance with Section 9.12(c) for Servicer, Borrower and its Borrower’s Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 Sections 6.1(q), 6.1(r), and 6.1(s), for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(iv) Borrower shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Commitments with respect to the interest margins applicable to Advances to be made pursuant to the increased Commitments (which interest margins may be higher than or equal to the interest margins applicable to Advances set forth in this Agreement immediately prior to the date of the increased Commitments (the date of the effectiveness of the increased Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans Advances shall be deemed, unless the context otherwise requires, to include Revolving Loans Advances made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.2.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans Advances and participation interests in Letters of Credit and Swing Loans on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans Advances and participation interests in Letters of Credit and Swing Loans will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their respective Pro Rata Share Shares after giving effect to such increased Revolver Commitments.
(e) The Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.2 shall constitute Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by this Agreement and the other Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by this Agreement and the other Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Loan and Security Agreement (NewStar Financial, Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the one (1) year anniversary of the ClosingFifth Amendment Effective Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Revolving Credit Facility Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments Revolving Credit Facility Commitment and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments Revolving Credit Facility Commitment (it being understood that no Lender shall be obligated to increase its Revolver CommitmentsRevolving Credit Facility Commitment) in connection with a proposed IncreaseIncrease on the terms set forth in this Agreement, and if sufficient Lenders do not agree to increase their Revolver Commitments Revolving Credit Facility Commitment in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments Revolving Credit Facility Commitment and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.19 on more than two 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.38
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments Revolving Credit Facility Commitment and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Agent shall have received form FR U-1 for each Lender fully completed and executed by Borrower, and
(iv) Borrower has delivered to Agent updated pro forma Projections calculations (after giving effect to the applicable Increase) for Borrower BorrowerUltimate Parent and its Subsidiaries evidencing that: (Ai) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Fixed Charge Coverage Ratio of Borrower for JMPG and its Subsidiaries Subsidiaries, for the four consecutive fiscal quarter periodperiods ending as of the end last day of the fiscal quarter most recently ended prior to the Increase Date as to which financial statements were required to be delivered pursuant to this Agreement was Agreement, is greater than the ratio required by Section 6.14 for such period by at least 0.25 10% of such required ratio, and (ii) the Liquidity and Net Worth of for Loan Parties and their Subsidiaries, as of the Increase Date, is each greater than the respective amount required by Section 6.14 as of such date by at least 10% of such required amount and (iii) the Senior Leverage Ratio and the ratio of Net Asset Value to Total Funded Debt is each less than the maximum Leverage Ratio permitted pursuant to ratio required by Section 7.18(a)(i) for 6.14 as of such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date by at least 10% of the applicable Increase, andsuch required ratio.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments Revolving Credit Facility Commitment and Maximum Revolver Amount pursuant to this Section 2.152.19.
(d) Each of the Lenders having a Revolver Revolving Credit Facility Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Revolving Credit Facility Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Revolving Credit Facility Commitments.
(e) The Revolving Loans, Revolver Revolving Credit Facility Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.19 shall constitute Revolving Loans, Revolver Revolving Credit Facility Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Revolving Credit Facility Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (JMP Group LLC)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the 4 year anniversary of the Closing Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “"Increase”"). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 3 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00055,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “"Increase Joinder”"), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,, and
(iii) Borrower has delivered to Agent updated pro forma Projections Borrowers shall have reached agreement with the Lenders (after giving effect or prospective lenders) agreeing to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the "Increase Date")) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant effect such amendments to this Agreement was at least 0.25 less than and the maximum Leverage Ratio permitted other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, andincreased Revolver Commitments).
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “"Pre-Increase Revolver Lenders”") shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “"Post-Increase Revolver Lenders”"), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Closing Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 more than one time per calendar year or on more than two 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00020,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase[reserved], and
(civ) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Commitments with respect to the interest margins applicable to Revolving Loans shall to be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant (which interest margins may be higher than or equal to the interest margins applicable to Revolving Loans set forth in this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment Agreement immediately prior to the Increase Date date of the increased Commitments (the “Pre-Increase date of the effectiveness of the increased Commitments and the Maximum Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (Amount, the “Post-Increase Revolver LendersDate”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled have communicated the amount of such interest margins to all Agent. Any Increase Joinder may, with the benefits afforded byconsent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan DocumentsDocuments as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Commitments are higher than the interest margin applicable to the Revolving Loans hereunder immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment necessity of any such new Revolver Commitments and Maximum Revolver Amountaction by any party hereto.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Delayed Draw Term Loan Commitment Termination Date through but excluding the Revolver Final Maturity Date, at the option of Borrower the Borrowers by written notice to the Administrative Agent (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Term Loan Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Term Loan Amount not to exceed the Available Increase Amount (each such increase, an “"Increase”"). Agent The Administrative Borrower shall invite each Lender to increase its Revolver Commitments the Term Loan Amount (it being understood that no Lender shall be obligated to increase its Revolver Commitmentsthe Term Loan Amount) in connection with a proposed IncreaseIncrease at the interest margin proposed by the Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments the Term Loan Amount in connection with such proposed Increase, then Agent or Borrower the Borrowers may invite any prospective lender who is reasonably satisfactory to Agent the Required Lenders and Borrower the Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase Additional Portion of the Term Loan shall be in an amount of at least $5,000,000 30,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments thereof and the Maximum Revolver Amount shall not be increased pursuant to this Section 2.14 made on more than two five (5) occasions in during the aggregate for all such Increases. Additionally, for the avoidance term of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000this Agreement.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments Term Loan Amount and the Maximum Revolver Amount making of the additional portion of the Term Loan (each, an "Additional Portion of the Term Loan" and collectively, the "Additional Portions of the Term Loan") in connection therewith:
(i) Agent or The Administrative Borrower have has obtained the commitment of one or more Lenders (or and/or other prospective lenders) lenders reasonably satisfactory to Agent the Required Lenders and Borrower the Administrative Borrower) to provide the applicable Increase and any such Lenders (or and/or prospective lenders), Borrowerthe Borrowers, and the Administrative Agent have signed a joinder agreement to this Agreement (an “"Increase Joinder”"), in form and substance reasonably satisfactory to Agentthe Required Lenders, to which such Lenders (or and/or prospective lenders), Borrowerthe Borrowers, and the Administrative Agent are partyparty (for the avoidance of doubt, no Lender shall have any obligation whatsoever to provide or consider providing any Increase and may refuse to provide any requested Increase for any reason or no reason at all). In addition, such additional Lenders shall deliver all reasonably requested administrative detail forms and tax forms to the Administrative Agent,
(ii) each of the conditions precedent set forth in Section 3.3 5.02(a), (b), (c), (d) and (g) are satisfied,
(iii) (x) the proceeds of such Additional Portion of the Term Loan may only be used to fund all or a portion of the cash consideration for a Permitted Acquisition and the related transaction costs and (y) the Administrative Borrower shall have delivered to the Agents prior to the funding of such Additional Portion of the Term Loan (A) a certificate of an Authorized Officer of the Administrative Borrower certifying that such transaction complies with the definition of "Permitted Acquisition" and (B) all deliverables required to be delivered at or prior to the consummation of such Permitted Acquisition under the definition of Permitted Acquisition,
(iv) the Administrative Borrower has delivered to the Administrative Agent updated pro forma Projections projections (after giving effect to the applicable Increase) for Borrower the Parent and its Subsidiaries evidencing (A) that that, on a pro forma basis immediately after giving effect to the applicable Increase, (A) the Consolidated Total Net Leverage Ratio of Borrower the Parent and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant or equal to Section 7.18(a)(i) for such fiscal quarter4.00:1.00, and (B) compliance on a pro forma basis the Fixed Charge Coverage Ratio of the Parent and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was not less than 1.00:1.00, and
(v) the Administrative Borrower shall have reached agreement with Section 7.18 for the 4 fiscal quarters Lenders (on a quarter-by-quarter basisand/or prospective lenders) making the Additional Portion of the Term Loan with respect to the interest margins applicable to the Additional Portion of the Term Loan (which interest margins may be higher than, equal to, or lower than the interest margins applicable to the Term Loan set forth in this Agreement immediately following prior to the proposed date of the making of such Additional Portion of the Term Loan, as applicable (the date of the making of such Additional Portion of the Term Loan, as applicable, the "Increase Date")) and shall have communicated the amount of such interest margins to the Administrative Agent. Any Increase Joinder may, with the consent of the Administrative Agent, the Borrowers and the Lenders and/or prospective lenders agreeing to the proposed Increase, andeffect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13 (including any amendment necessary to effectuate the interest margins for the Additional Portion of the Term Loan). Anything to the contrary contained herein notwithstanding, if the all in yield (including interest margins, interest floors, original issue discount, closing fees or other similar yield related discounts based on an assumed four-year to life maturity (or if the stated maturity is less than four years, the actual life thereof), but excluding any arrangement, underwriting or similar fees that are not shared with all of the Lenders and/or prospective lenders) (the "All In Yield") that is to be applicable to the Additional Portion of the Term Loan is 50 basis points or more higher than the All In Yield applicable to the Term Loans hereunder immediately prior to the applicable Increase Date (the amount by which the interest margins are higher, the "Excess"), then the All In Yield applicable to the Term Loans immediately prior to the Increase Date shall be increased by the amount of the Excess minus 50 basis points, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided hereinherein (including in the immediately succeeding sentence), all references in this Agreement and any other Loan Document to Revolving Loans the Term Loan shall be deemed, unless the context otherwise requires, to include Revolving Loans any Additional Portion of the Term Loan made pursuant to the increased Revolver Commitments and Maximum Revolver Term Loan Amount pursuant to this Section 2.152.13. Any Additional Portion of the Term Loan made pursuant to this Section 2.13 shall, except as may be agreed by the Administrative Agent, the Borrowers, and the Lenders and/or prospective lenders agreeing to make such Additional Portion of the Term Loan, have identical terms to the terms governing the Term Loan immediately prior to the making of such Additional Portion of the Term Loan (including, with respect to amortization, fees payable with respect thereto and the LIBOR Rate and Reference Rate floors, except as otherwise explicitly permitted with respect to the All in Yield); provided that such terms (in the opinion of the Required Lenders) shall not be more favorable to the Lenders and/or prospective lenders providing such Additional Portion of the Term Loan than those governing the Term Loan immediately prior to giving effect to the making of such Additional Portion of the Term Loan except as otherwise explicitly permitted with respect to the All In Yield.
(d) Each of The Term Loan and the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Term Loan Amount established pursuant to this Section 2.15 2.13 shall constitute Revolving Loans, Revolver Commitments, the Term Loan and Maximum Revolver the Term Loan Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower The Borrowers shall take any actions action reasonably required by the Collateral Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Uniform Commercial Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Term Loan Amount.
Appears in 1 contract
Samples: Financing Agreement (Westmoreland Resource Partners, LP)
Accordion. (a) At any time during During the period from and after Availability Period, the Restatement Effective Date through but excluding the Revolver Maturity DateParent may, at the option of Borrower (but subject by giving prior written notice to the conditions set forth in clause Agent by no later than the date falling ten Business Days prior to the date of the proposed increase (b) beloweach an Accordion Request), request that the Revolver Total Commitments be increased (and the Maximum Revolver Amount may Total Commitments shall be increased by so increased) in an aggregate amount in the aggregate for that (when aggregated with all such increases of the Revolver other Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 Clause 2.2) does not exceed US$250,000,000 (an Accordion Increase).
(b) The Agent shall notify each Pre-Transfer Lender immediately upon receiving any Accordion Request. For the avoidance of doubt, no Pre-Transfer Lender shall be under any obligation to participate in any Accordion Increase.
(c) The Parent shall first invite the Pre-Transfer Lenders to participate in an Accordion Increase pro rata to their then respective Commitments. If a Pre-Transfer Lender does not elect fully to participate in an Accordion Increase by written notice to the Agent and the Parent (where such notice is received no later than ten Business Days after the date of the relevant Accordion Request), the Parent shall be entitled (but is not obliged) to offer the declining Pre-Transfer Lender’s pro rata portion in the respective Accordion Increase (or such lower amount as it may have declined) to other banks or financial institutions.
(d) An Accordion Increase shall be effected as follows:
(i) the increased Commitments will be assumed by one or more Pre-Transfer Lenders, other Lenders and/or other banks or financial institutions selected by the Parent (which shall not be a member of the Group) (each an Accordion Lender) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender (such confirmation and assumption to be evidenced by its execution of an Accordion Confirmation);
(ii) the Obligors and any Accordion Lender shall assume obligations towards one another and/or acquire rights against one another in respect of such relevant part of the increased Commitments as the Obligors and the Accordion Lender would have assumed and/or acquired had the Accordion Lender been an Original Lender in respect of the relevant increased Commitments;
(iii) each Accordion Lender shall become a Party as a “Lender” and any Accordion Lender and each of the other Finance Parties shall assume obligations towards one another in respect of the relevant part of the increased Commitments and acquire rights against one another in respect of such relevant part of the increased Commitments as that Accordion Lender and those Finance Parties would have assumed and/or acquired had the Accordion Lender been an Original Lender in respect of the relevant part of the increased Commitments;
(iv) the Commitments of the other Lenders shall continue in full force and effect; and
(v) any increase in the Total Commitments shall take effect on the date specified by the Parent in an Accordion Request or any later date on which the conditions set out in paragraphs (e) below are satisfied (the Accordion Increase Date).
(e) Subject to paragraph (f) below, an increase in the Total Commitments will only be effective when:
(i) the Agent executes an otherwise duly completed Accordion Confirmation; and
(ii) in relation to an Accordion Lender which is not a Pre-Transfer Lender before the relevant increase, the Agent has completed all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Accordion Lender, the completion of which the Agent shall promptly notify to the Parent and that Accordion Lender.
(f) Any Accordion Increase is subject to the further conditions precedent that on the date of an Accordion Request and on the Accordion Increase Date:
(i) the Repeating Representations on that date are correct in all material respects; and
(ii) no Event of Default is continuing.
(g) The Agent shall, immediately upon receipt by it of a duly completed Accordion Confirmation appearing on its face to comply with the terms of this Agreement, execute that Accordion Confirmation.
(h) The Parent may exercise its option to request an Accordion Increase no more than two occasions in three times during the aggregate for all such Increases. Additionallylife of the Facility.
(i) Each Accordion Lender, by executing the Accordion Confirmation, confirms (for the avoidance of doubt, it is understood and agreed ) that in no event shall the aggregate amount Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the Increases requisite Lender or Lenders in accordance with this Agreement on or prior to the Revolver Commitments exceed $10,000,000date on which the increase becomes effective.
(bj) Each Clause 22.5 (Limitation of the following responsibility of Existing Lenders) shall be conditions precedent apply mutatis mutandis in this Clause 2.2 in relation to any Increase of the Revolver Commitments and the Maximum Revolver Amount an Accordion Lender as if references in connection therewiththat Clause to:
(i) Agent or Borrower have obtained an Existing Lender were references to all the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory immediately prior to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,relevant increase;
(ii) each of the conditions precedent set forth in Section 3.3 are satisfied,New Lender were references to that Accordion Lender; and
(iii) Borrower has delivered a re-transfer and re-assignment were references to Agent updated pro forma Projections respectively a transfer and assignment.
(after giving effect k) For the avoidance of doubt, any amounts due or owing to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that Pre-Transfer Lenders pursuant to any Finance Document on a pro forma basis after giving effect to or before the applicable Increase, date of any increase in the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered Total Commitments pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(iClause 2.2 (including, without limitation, all amounts in respect of interest, fees and commission) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 shall be for the 4 fiscal quarters (on a quarteraccount of such Pre-by-quarter basis) immediately following the proposed date of the applicable IncreaseTransfer Lenders and no Accordion Lender shall have any interest in, and
(c) Unless otherwise specifically provided hereinor any rights in respect of, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15such amount.
(dl) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) Party shall assign to any Lender which is acquiring a new enter into such documents or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date agreements as shall be necessary are required in order that, after giving to give effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitmentsthis Clause 2.2 (Accordion).
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower (but subject Subject to the terms and conditions set forth in clause (b) herein below), Companies shal have a right at any time to increase the Revolver Commitments and amount of the Maximum Revolver Amount may be increased by (the “Accordion Increase”) in an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory acceptable to Agent and Borrower to become a Lender Required Lenders in connection with a proposed Increase (the date such Increase is madetheir sole and absolute discretion; provided, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionallyhowever, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases Accordion Increase shall not exceed $20,000,000. The following additional terms and conditions shall apply to the Revolver Commitments exceed $10,000,000.Accordion Increase:
(a) the Accordion Increase shall constitute additional Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis by the Collateral;
(b) Each Companies shallexecute a new Note in favor of any new Lender or any existing Lender whose Commitment is increased, as well as any other legal documentation and modification documents reasonably requested by Agent to consummate the Accordion Increase;
(c) unless otherwise provided by Agent and Required Lenders, the Accordion Increase shall be subject to the same terms (including interest rate and maturity date) as the existing Obligations;
(d) all documents, organizational documents and other documents evidencing and contemplated by the Accordion Increase shall be in form and substance acceptable to Agent, Required Lenders and Companies;
(e) Companies shall have delivered all due diligence materials and other deliverables reasonably requested by Agent and Required Lenders;
(f) each of the following closing conditions set forth in Section 4 shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:have been satisfied;
(ig) no Default or Event of Default shall have occurred that has not been waived by Lenders pursuant to the terms hereof;
(h) Agent or Borrower shall have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent received from Companies updated financial statements and Borrower to provide the applicable Increase projections and any such Lenders (or prospective lenders)a certificate, Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in each case in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order demonstrating that, after giving effect to all such assignments and purchasesthe Accordion Increase on a pro forma basis, such Revolving Loans and participation interests in Letters of Credit Companies will be held in compliance with all financial covenants set forth herein and that such Accordion Increase does not breach any provision of the Indenture;
(i) the Accordion Increase shall be subject to the ability of Agent to syndicate the Accordion Increase as determined by Pre-Agent in its sole and absolute discretion; and
(j) Agent shall have received such other due diligence and credit committee approvals as it may require with results satisfactory to Agent and Required Lenders in their sole and absolute discretion. Participation in the Accordion Increase Revolver shall be offered first to each of the existing Lenders in an amount equal to each Lender’s Commitment Percentage of the Accordion Increase, but no such Lender shall have any obligation to provide all or any portion of the Accordion Increase. If the amount of the Accordion Increase requested by Companies shallexceed the Commitments which the existing Lenders are willing to provide with respect to the Accordion Increase, then Agent may invite other banks or lending institutions acceptable to Agent and Post-Companies to join this Agreement as Lenders hereunder for the portion of such Accordion Increase Revolver Lenders ratably not provided by the existing Lenders; provided, however, that such other banks, or financial institutions shall enter into such joinder agreements to give effect thereto as Agent and Companies may reasonably request. Agent is authorized to enter into, on behalf of Lenders, any amendment to this Agreement or any other Transaction Document as may be necessary to incorporate the terms of the Accordion Increase in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitmentsthe terms hereof.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit and Security Agreement
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower (but subject Subject to the terms and conditions set forth in clause (b) herein below), Borrowers shall have a right at any time to increase the Revolver Commitments and amount of the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Principal Amount (each such increase, an the “Accordion Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 acceptable to Agent in its sole and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionallyabsolute discretion; provided, for the avoidance of doubthowever, it is understood and agreed that in no event shall the aggregate amount of the Increases Accordion Increase shall not exceed $100,000,000. The following additional terms and conditions shall apply to the Revolver Commitments exceed $10,000,000.Accordion Increase:
(a) the Accordion Increase shall constitute additional Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis by the Collateral;
(b) Each Borrowers shall execute a new Note in favor of any new Lender or any existing Lender whose Commitment is increased, as well as any other legal documentation and modification documents reasonably requested by Agent to consummate the following Accordion Increase;
(c) unless otherwise provided by Agent, the Accordion Increase shall be conditions precedent subject to any Increase of the Revolver Commitments same terms (including interest rate and maturity date) as the Maximum Revolver Amount in connection therewith:existing Loan;
(id) Agent or Borrower have obtained all documents, organizational documents and other documents evidencing and contemplated by the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory Accordion Increase shall be in form and substance acceptable to Agent and Borrower Borrowers;
(e) Borrowers shall have delivered all due diligence materials and other deliverables reasonably requested by Agent;
(f) each of the closing conditions set forth in Article 5 shall have been satisfied;
(g) no Default or Event of Default shall have occurred that has not been waived by Lenders pursuant to provide the applicable Increase terms hereof;
(h) Agent shall have received from Borrowers updated financial statements and any such Lenders (or prospective lenders)projections and a certificate, Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in each case in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order demonstrating that, after giving effect to all such assignments and purchasesthe Accordion Increase on a pro forma basis, such Revolving Loans and participation interests in Letters of Credit Borrowers will be held in compliance with all financial covenants set forth herein;
(i) the Accordion Increase shall be subject to the ability of Agent to syndicate the Accordion Increase as determined by Pre-Agent in its sole and absolute discretion; and
(j) Agent shall have received such other due diligence and credit committee approvals as it may require with results satisfactory to Agent in its sole and absolute discretion. Participation in the Accordion Increase Revolver shall be offered first to each of the existing Lenders in an amount equal to each Lender’s Commitment Percentage of the Accordion Increase, but no such Lender shall have any obligation to provide all or any portion of the Accordion Increase. If the amount of the Accordion Increase requested by Borrowers shall exceed the Commitments which the existing Lenders are willing to provide with respect to the Accordion Increase, then Agent may invite other banks or lending institutions acceptable to Agent and Post-Borrowers to join this Agreement as Lenders hereunder for the portion of such Accordion Increase Revolver Lenders ratably not provided by the existing Lenders; provided, however, that such other banks, or financial institutions shall enter into such joinder agreements to give effect thereto as Agent and Borrowers may reasonably request. Agent is authorized to enter into, on behalf of Lenders, any amendment to this Agreement or any other Credit Document as may be necessary to incorporate the terms of the Accordion Increase in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitmentsthe terms hereof.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Loan and Security Agreement (1st FRANKLIN FINANCIAL CORP)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the 3 year anniversary of the Closing Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below)) and solely for the purpose of financing Permitted Acquisitions, the Revolver Commitments and the Maximum Revolver Amount or the Term Loan Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount and the Term Loan Amount not to exceed the Available Increase Amount (each such increase, an “"Increase”"); provided, that in no event shall the Revolver Commitments and the Maximum Revolver Amount be increased by an amount in excess of the Available Revolver Increase Amount. Agent shall invite each Lender to increase its Revolver Commitments or its Pro Rata Share of the Term Loan Amount (as the case may be) (it being understood that no Lender shall be obligated to increase its Revolver CommitmentsCommitments or its Pro Rata Share of the Term Loan Amount) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments or their Pro Rata Share of the Term Loan Amount (as the case may be) in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount or the Term Loan Amount be increased pursuant to this Section 2.14 on more than two 3 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments and the Term Loan Amount exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount or any Increase of the Term Loan Amount and the making of the additional portion of the Term Loan (each, an "Additional Portion of the Term Loan" and collectively, the "Additional Portions of the Term Loan") in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (Streamline Health Solutions Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases request of the Revolver Commitments and Borrowers, any one or more of the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Facility C Lenders do not may agree to increase their Revolver respective Facility C Commitments from time to time (and the Facility C Limit shall be increased accordingly), provided that the following conditions are satisfied:
(i) after such increased Facility C Commitments have taken effect (in connection this Section called the “effective date”), the Facility C Limit shall not exceed Fifty-Five Million Dollars ($55,000,000);
(ii) all representations and warranties in Section 6.01 herein are true and correct in all material respects immediately prior to the effective date and will remain true and correct in all material respects immediately after the effective date;
(iii) no Default, Event of Default or Material Adverse Change has occurred and is continuing immediately prior to or immediately after the effective date;
(iv) Tucows Inc. shall have provided a certificate to the Agent, supported by such financial projections as may be reasonably required by the Agent, confirming that after the effective date Tucows Inc. will be in compliance with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to all financial covenants set out in Section 7.03 herein throughout the twelve (12) month period immediately following the effective date; and
(v) the Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase Issuing Bank shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases have provided their written consent to the Revolver Commitments exceed $10,000,000said increased Facility C Commitments, such consent not to be unreasonably withheld or delayed.
(b) Each At the request of the following shall be conditions precedent Borrowers, subject to any Increase obtaining the written consent of the Revolver Commitments Agent and the Maximum Revolver Amount in connection therewith:
(i) Agent Issuing Bank not to be unreasonably withheld or Borrower have obtained delayed, a financial institution which is not a Lender at the commitment date of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement may establish a new Facility C Commitment, provided that all conditions set out in paragraph (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(iia) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) . Such financial institution shall thereby become a Facility C Lender for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio all purposes of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, andAgreement.
(c) Unless otherwise specifically provided herein, all references in The establishment of any such increased or new Facility C Commitment shall be subject to the execution and delivery of an amendment to this Agreement made among Tucows Inc., the Borrowers, the Agent, the Issuing Bank and any those Facility C Lenders which have agreed to increase their Facility C Commitments or establish new Facility C Commitments, as the case may be, together with security confirmations, guarantee confirmations, officers’ certificates, legal opinions and other Loan Document to Revolving Loans documents as the Agent may consider necessary or desirable. Any such amendment shall be deemedbinding upon all Lenders, unless without the context otherwise requires, necessity of any notice to include Revolving Loans made pursuant to such other Lenders by the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15Borrowers or the Agent.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any For greater certainty, no Facility C Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary required to increase its Facility C Commitment unless it expressly agrees to do so in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitmentsits discretion.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (Tucows Inc /Pa/)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the second year anniversary of the Closing Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Increase at the interest margin proposed by Borrowers; provided that in the event the Lenders do not agree to increase their provide Revolver Commitments in connection with such respect of the full amount of the proposed Increase, then Agent or Borrower the Borrowers may invite any prospective lender who is reasonably satisfactory Eligible Transferee or any other Person acceptable to Agent and Borrower to become a Lender in connection with a proposed Increase (the date provide such Increase is made, the “Increase Date”)additional Revolver Commitments. Any Increase shall be in an amount of at least $5,000,000 2,000,000.00 and integral multiples of $1,000,000 500,000.00 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two (2) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,0005,000,000.00.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower Borrowers and its their Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with the financial covenant in Section 7.18 7 for the 4 four fiscal quarters (on a quarter-by-quarter by quarter basis) immediately following the proposed date of the applicable Increase (without regard to whether a Covenant Testing Period is then in effect), and
(iv) Borrowers shall have reached agreement with the Lenders agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, andeffect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments).
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the 4 year anniversary of the Closing Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Term Loan Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Term Loan Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments Pro Rata Share of the Term Loan Amount (it being understood that no Lender shall be obligated to increase its Revolver CommitmentsPro Rata Share of the Term Loan Amount) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments Pro Rata Share of the Term Loan Amount in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Term Loan Amount be increased pursuant to this Section 2.14 on more than two 4 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments Term Loan Amount exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments Term Loan Amount and the Maximum Revolver Amount making of the additional portion of the Term Loan (each, an “Additional Portion of the Term Loan” and collectively, the “Additional Portions of the Term Loan”) in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) the proceeds of any Additional Portion of the Term Loan are used to finance a prospective Permitted Acquisition,
(iii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iiiiv) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, (A) the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least lower than the lesser of (1) 3.25 and (2) 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i7(b) for such fiscal quarter, and (B) Borrower would be in compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and (C) Borrower would be in compliance with the limiter set forth in Section 2.1(a)(ii)(B), and
(v) Borrower shall have reached agreement with the Lenders (or prospective lenders) making the Additional Portion of the Term Loan with respect to the interest margins, closing fees, and amortization payment schedule applicable to the Additional Portion of the Term Loan (each of which may be different with respect to the Additional Portion of the Term Loan from such terms applicable to the Term Loan set forth in this Agreement immediately prior to the date of the making of such Additional Portion of the Term Loan (the date of the effectiveness of the making of such Additional Portion of the Term Loan, the “Increase Date”)) and shall have communicated the amount of such interest margins, closing fees, and amortization payment schedule to Agent. Any Increase Joinder may, with the consent of Agent, Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins, closing fees, and amortization payment schedule for the Additional Portion of the Term Loan). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Additional Portion of the Term Loan is higher than the interest margin applicable to the Term Loan hereunder immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Term Loan immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans the Term Loan shall be deemed, unless the context otherwise requires, to include Revolving Loans any Additional Portion of the Term Loan made pursuant to the increased Revolver Commitments and Maximum Revolver Term Loan Amount pursuant to this Section 2.152.14.
(d) Each of The Term Loan and the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Term Loan Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, the Term Loan and Maximum Revolver Term Loan Amount under, and shall be entitled to all the benefits afforded by, by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Term Loan Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver date that is the Maturity Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Revolving Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Revolving Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Administrative Agent shall invite each Lender to increase its Revolver Commitments Revolving Commitment (it being understood that no Lender shall be obligated to increase its Revolver CommitmentsRevolving Commitment) in connection with a proposed IncreaseIncrease at the interest margin proposed by Xxxxxxxx, and if sufficient Lenders do not agree to increase their Revolver respective Revolving Commitments in connection with such proposed Increase, then Administrative Agent or Borrower may invite any prospective lender who is an Eligible Assignee that is reasonably satisfactory to Administrative Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 or such other amount as Administrative Agent may approve, and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithRevolving Commitments:
(i) Administrative Agent or Borrower shall have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Administrative Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Administrative Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Administrative Agent, to which such Lenders (or prospective lenders), Borrower, and Administrative Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 4.2 are satisfied,, and
(iii) Borrower has delivered shall have reached agreement with the Lenders (or prospective lenders) agreeing to Agent updated pro forma Projections the increased Revolving Commitments with respect to the interest margins applicable to Loans to be made pursuant to the increased Revolving Commitments (after giving which interest margins may be higher than or equal to the interest margins applicable to Loans set forth in this Agreement immediately prior to the date of the increased Revolving Commitments (the date of the effectiveness of the increased Revolving Commitments, the “Increase Date”)) and shall have communicated the amount of such interest margins to Administrative Agent. Any Increase Joinder may, with the consent of Administrative Agent, Xxxxxxxx and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.10 (including any amendment necessary to effectuate the interest margins for the Loans to be made pursuant to the increased Revolving Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Loans to be made pursuant to the increased Revolving Commitments are higher than the interest margin applicable to the Loans hereunder (as applicable) immediately prior to the applicable Increase) for Borrower and its Subsidiaries evidencing Increase Date (A) that on a pro forma basis after giving effect the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the applicable Increase, Loans immediately prior to the Leverage Ratio of Borrower and its Subsidiaries as Increase Date shall be increased by the amount of the end of Excess, effective on the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterapplicable Increase Date, and without the necessity of any action by any party hereto,
(Biv) compliance on a pro forma basis the payment of all fees with Section 7.18 for respect to such Increase as provided in the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, andFee Letter.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Revolving Commitments and Maximum Revolver Amount pursuant to this Section 2.152.10.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Pre- Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Pre- Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Revolving Commitments.
(e) The Revolving Loans, Revolver and Revolving Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.10 shall constitute Loans and Revolving Loans, Revolver Commitments, and Maximum Revolver Amount Commitments under, and shall be entitled to all the benefits afforded by, this Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by this Credit Agreement and the other Loan Documents. Borrower shall take any actions reasonably required by Administrative Agent to ensure and demonstrate that the Liens and security interests granted by Borrower pursuant to this Agreement and the other Loan Documents continue to be perfected under the Uniform Commercial Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver AmountRevolving Commitments.
Appears in 1 contract
Samples: Credit Agreement
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the 4 year anniversary of the Closing Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Term Loan Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Term Loan Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments Pro Rata Share of the Term Loan Amount (it being understood that no Lender shall be obligated to increase its Revolver CommitmentsPro Rata Share of the Term Loan Amount) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments Pro Rata Share of the Term Loan Amount in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Term Loan Amount be increased pursuant to this Section 2.14 on more than two 4 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments Term Loan Amount exceed $10,000,00040,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments Term Loan Amount and the Maximum Revolver Amount making of the additional portion of the Term Loan (each, an “Additional Portion of the Term Loan” and collectively, the “Additional Portions of the Term Loan”) in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent Agents and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed (A) a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to AgentAgents, to which such Lenders (or prospective lenders), Borrower, and Agent are partyparty and (B) an Acknowledgement to the Agreement Among Lenders to account for such increase and the terms and provisions applicable to such Additional Portion of the Term Loan,
(ii) the proceeds of any Additional Portion of the Term Loan are used to finance a prospective Permitted Acquisition,
(iii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iiiiv) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable IncreaseIncrease and consummation of the related Permitted Acquisition) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, (A) the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least lower than the lesser of (1) 3.25 and (2) 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i7(b) for such fiscal quarter, quarter and (B) Borrower would be in compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(v) Borrower shall have reached agreement with the Lenders (or prospective lenders) making the Additional Portion of the Term Loan with respect to the interest margins, closing fees, and amortization payment schedule applicable to the Additional Portion of the Term Loan (each of which may be different with respect to the Additional Portion of the Term Loan from such terms applicable to the Term Loan set forth in this Agreement immediately prior to the date of the making of such Additional Portion of the Term Loan (the date of the effectiveness of the making of such Additional Portion of the Term Loan, the “Increase Date”)) and shall have communicated the amount of such interest margins, closing fees, and amortization payment schedule to Agent. Any Increase Joinder may, with the consent of Agent, Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins, closing fees, and amortization payment schedule for the Additional Portion of the Term Loan). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Additional Portion of the Term Loan is higher than the interest margin applicable to the Term Loan hereunder immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Term Loan immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans the Term Loan shall be deemed, unless the context otherwise requires, to include Revolving Loans any Additional Portion of the Term Loan made pursuant to the increased Revolver Commitments and Maximum Revolver Term Loan Amount pursuant to this Section 2.152.14.
(d) Each of The Term Loan and the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Term Loan Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, the Term Loan and Maximum Revolver Term Loan Amount under, and shall be entitled to all the benefits afforded by, by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Term Loan Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding Closing Date, and so long as no permanent reduction of the Revolver Maturity DateCommitments has occurred pursuant to Section 3.03(c), at the option of the Parent Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount $50,000,000 (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender Any request for an Increase shall be obligated made in writing by the Parent Borrower to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Administrative Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase each increase shall be in an amount of at least $5,000,000 2,500,000 and integral multiples of $1,000,000 in excess thereof. In no event thereof (provided that, any such Increase may be in an amount equal to, in its entirety, the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such outstanding balance of available Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000).
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Administrative Agent or Borrower shall have obtained the commitment of one or more Lenders (or other prospective lenders) lenders reasonably satisfactory to Agent the Borrower, Administrative Agent, each Issuing LenderBank and Borrower Swing Lender (such consent of each Issuing LenderBank and Swing Lender to be required, in each case, to the extent required under Section 12.04(a) (in each case, such consent not to be unreasonably withheld, conditioned or delayed)) to provide the applicable Increase and any such Lenders (or prospective lenders)Increase, Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,and
(ii) each of the conditions precedent set forth in Section 3.3 are required by the Lenders providing such Increase shall have been satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.153.13.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 3.13 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code UCC or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
(e) Each of the Lenders having a Revolver Commitment prior to the date of any Increase (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on such date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit and Swing Loans on the date of such Increase as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
Appears in 1 contract
Samples: Abl Credit and Guarantee Agreement (Janus International Group, Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the 4 year anniversary of the Closing Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 10,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two five (5) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00050,000,000.
(b) Each of the following shall be conditions precedent to (or, where otherwise indicated, conditions concurrent with) any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower Borrowers and its their Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters (on a quarter-by-quarter basis) twelve consecutive month period immediately following the proposed date of the applicable Increase,
(iv) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto,
(v) Agent shall have received payment in immediately available funds of such closing fees as shall be mutually determined by Agent and Administrative Borrower, for the account of Agent and/or the Lenders (or prospective lenders) providing the applicable Increase,
(vi) Agent shall have received the first full appraisal of the Revenue Equipment constituting Collateral after the occurrence of the Closing Date,
(vii) the Revolver Commitment of PNC shall not exceed $50,000,000 after giving effect to any such Increase, and
(viii) concurrent with the effectiveness of the first such Increase, a $12,500,000 Reserve shall have been established and at all times thereafter maintained against the lesser of (determined before giving effect to such $12,500,000 Reserve) (x) the Borrowing Base and (y) the Maximum Revolver Amount.
(c) [Intentionally omitted].
(d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(de) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(ef) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (Usa Truck Inc)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the 4 year anniversary of the ClosingSeventh Amendment Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “"Increase”"). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 3 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00055,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “"Increase Joinder”"), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,, and
(iii) Borrower has delivered to Agent updated pro forma Projections Borrowers shall have reached agreement with the Lenders (after giving effect or prospective lenders) agreeing to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the "Increase Date")) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant effect such amendments to this Agreement was at least 0.25 less than and the maximum Leverage Ratio permitted other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, andincreased Revolver Commitments).
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “"Pre-Increase Revolver Lenders”") shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “"Post-Increase Revolver Lenders”"), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount $50,000,000 (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 3 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithIncrease:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower Parent and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable IncreaseSubsidiaries, and
(civ) Unless Borrower shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be, with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.
(v) unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(dc) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(ed) The Revolving Loans, Loans and Revolver Commitments, and Maximum Revolver Amount Commitments established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Loans and Revolver Commitments, and Maximum Revolver Amount Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver AmountCommitments.
Appears in 1 contract
Samples: Credit Agreement (Oclaro, Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “"Increase”"). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.2 on more than two three occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000125,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “"Increase Joinder”"), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower Parent and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Total Leverage Ratio of Borrower Parent and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Total Leverage Ratio permitted pursuant to Section 7.18(a)(i7(e) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(iv) Borrower shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Advances to be made pursuant to the increased Revolver Commitments (which interest margins may be, with respect to Advances made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Advances set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the "Increase Date")) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.2 (including, without limitation, any amendment necessary to effectuate the interest margins for the Advances to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Advances to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Advances immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the "Excess"), then the interest margin applicable to the Advances immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans Advances shall be deemed, unless the context otherwise requires, to include Revolving Loans Advances made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.2.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “"Pre-Increase Revolver Lenders”") shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “"Post-Increase Revolver Lenders”"), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans Advances and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans Advances and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.2 shall constitute Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
(f) Increase Joinders may also take the form of an amendment to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Post-Increase Revolver Lenders agreeing to provide such additional Revolver Commitment on the Increase Date and the Agent. Such amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the <Administrative >Agent and the Borrower, to effect the provisions and intent of this Section 2.2 and the application of the proceeds thereof.
Appears in 1 contract
Samples: Credit Agreement (MDC Partners Inc)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the 3 year anniversary of the Closing Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the US Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the US Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Revolver Increase Amount (each such increase, an “Increase”)Amount. Agent shall invite each Lender to increase its US Revolver Commitments (it being understood that no Lender shall be obligated to increase its US Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their US Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the US Revolver Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the US Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “"Increase Joinder”"), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,, and
(iii) Borrower has delivered Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to Agent updated pro forma Projections the increased US Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased US Revolver Commitments (after giving which interest margins may be with respect to Revolving Loans made pursuant to the increased US Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased US Revolver Commitments (the date of the effectiveness of the increased US Revolver Commitments and the Maximum Revolver Amount, the "Increase Date")) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased US Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased US Revolver Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase) for Borrower and its Subsidiaries evidencing Increase Date (A) that on a pro forma basis after giving effect the amount by which the interest margin is higher, the "Excess"), then the interest margin applicable to the applicable Increase, Revolving Loans immediately prior to the Leverage Ratio of Borrower and its Subsidiaries as Increase Date shall be increased by the amount of the end of Excess, effective on the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterapplicable Increase Date, and (B) compliance on a pro forma basis with Section 7.18 for without the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date necessity of the applicable Increase, andany action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased US Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a US Revolver Commitment prior to the Increase Date (the “"Pre-Increase Revolver Lenders”") shall assign to any Lender which is acquiring a new or additional US Revolver Commitment on the Increase Date (the “"Post-Increase Revolver Lenders”"), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased US Revolver Commitments.
(e) The Revolving Loans, US Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, US Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new US Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the second year anniversary of the Closing Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount $20,000,000 (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin applicable to the existing Revolver Commitments, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower in coordination with the Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof10,000,000. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”). Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14, and
(iv) Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower Borrowers and its their Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 if a Covenant Testing Period is in effect and the increase in the Revolver Commitments is fully funded for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (Pernix Therapeutics Holdings, Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “"Increase”"). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.2 on more than two three occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000125,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “"Increase Joinder”"), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower Parent and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Total Leverage Ratio of Borrower Parent and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Total Leverage Ratio permitted pursuant to Section 7.18(a)(i7(e) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(iv) Borrower shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Advances to be made pursuant to the increased Revolver Commitments (which interest margins may be, with respect to Advances made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Advances set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the "Increase Date")) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.2 (including, without limitation, any amendment necessary to effectuate the interest margins for the Advances to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Advances to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Advances immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the "Excess"), then the interest margin applicable to the Advances immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans Advances shall be deemed, unless the context otherwise requires, to include Revolving Loans Advances made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.2.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “"Pre-Increase Revolver Lenders”") shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “"Post-Increase Revolver Lenders”"), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans Advances and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans Advances and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.2 shall constitute Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
(f) Increase Joinders may also take the form of an amendment to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Post-Increase Revolver Lenders agreeing to provide such additional Revolver Commitment on the Increase Date and the Agent. Such amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions and intent of this Section 2.2 and the application of the proceeds thereof.
Appears in 1 contract
Samples: Credit Agreement (MDC Partners Inc)
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Datetime, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 20,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.13 on more than two 4 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000150,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,, and
(iii) Borrower has delivered Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to Agent updated pro forma Projections the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (after giving which interest margins may be higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase) for Borrower and its Subsidiaries evidencing Increase Date (A) that on a pro forma basis after giving effect the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the applicable Increase, Revolving Loans immediately prior to the Leverage Ratio of Borrower and its Subsidiaries as Increase Date shall be increased by the amount of the end of Excess, effective on the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterapplicable Increase Date, and (B) compliance on a pro forma basis with Section 7.18 for without the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date necessity of the applicable Increase, andany action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.13.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.13 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests Liens created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (Chesapeake Oilfield Operating LLC)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the fourth year anniversary of the Closing Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (as the case may be) (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments (as the case may be) in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfiedsatisfied or waived in accordance with the terms and conditions of this Agreement,
(iii) Borrower has delivered shall have reached agreement with the Lenders (or prospective lenders) agreeing to Agent updated pro forma Projections the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (after giving which interest margins may be made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments. Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments is higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase) for Borrower and its Subsidiaries evidencing Increase Date (A) that on a pro forma basis after giving effect the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the applicable Increase, Revolving Loans immediately prior to the Leverage Ratio of Borrower and its Subsidiaries as Increase Date shall be increased by the amount of the end of Excess, effective on the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterapplicable Increase Date, and (B) compliance on a pro forma basis with Section 7.18 for without the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date necessity of the applicable Increase, andany action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. Upon written notice to the Agent during the Accordion Period, and provided that no Default or Potential Default shall exist (a) At or shall occur as a result of any increase in the Lender Commitments or associated credit facilities), the Borrower may at any time during request an increase in the period from aggregate Commitments in an aggregate principal amount not to exceed $20,000,000 (the “Accordion Facilities”), for the purpose of increasing the Aggregate Revolving Loan Commitment. Any such request by Borrower shall be for a minimum amount of $10,000,000, and after the Restatement Effective Date through but excluding the Revolver Maturity Datesuch a request may be made up to two (2) times hereunder, at the option of Borrower (but subject to the conditions set forth in clause (b) below), aggregate limit for the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”)Accordion Facilities above. Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for For the avoidance of doubt, it is understood and agreed that the limitations set forth in no event the immediately preceding sentence shall not apply to draws under the aggregate Revolving Credit Facility, which shall continue to be governed by Section 2.1. The approval or disapproval of any Accordion Facilities, the amount of any such increase(s), and the Increases related terms and conditions thereof, shall be determined in the sole and absolute discretion of Agent. The Lenders at the time of such request shall have the right (but not the obligation) to the Revolver Commitments exceed $10,000,000.
(b) Each participate in any Accordion Facilities in accordance with each Lender’s Applicable Percentage Interest of the following Revolving Credit Facility. Any existing Lender shall notify the Agent within ten (10) Business Days of its receipt of a copy of the Borrower’s written request whether or not such Lender is willing to participate in funding its ratable share of the applicable Accordion Facility. If the entire requested amount has not been allocated in accordance with the foregoing provisions within twenty (20) days of the date of the Borrower’s written request, the Borrower may pursue and include new lenders to assist in funding the applicable Accordion Facility hereunder, provided that the addition of new lenders shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
subject to: (i) Agent or Borrower have obtained the commitment reasonable consent of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerAgent, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each the execution and delivery of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered such succession, joinder and other instruments and agreements as may be requested by Agent such that any new Lenders become a party to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to bound under this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans Agreement. Schedule A shall be deemed, unless updated by the context otherwise requires, Agent from time to include Revolving Loans made pursuant time to reflect any appropriate modifications thereto resulting from the increased Revolver Commitments and Maximum Revolver Amount pursuant to application of this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Loan Agreement (BRP Group, Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Datetime, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and that will not result in the Maximum Revolver Amount not to exceed the Available Increase Amount being in excess of $450,000,000 (each such increase, an “Increase”). Agent shall invite each Lender and/or prospective lenders that are reasonably acceptable to increase its Revolver Commitments the Borrowers and Agent to participate in such proposed Increase (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 20,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.13 on more than two 4 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed result in the Maximum Revolver Amount being in excess of $10,000,000450,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are 3.2 is satisfied,, and
(iii) Borrower has delivered Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to Agent updated pro forma Projections the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (after giving which interest margins may be higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase) for Borrower and its Subsidiaries evidencing Increase Date (A) that on a pro forma basis after giving effect the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the applicable Increase, Revolving Loans immediately prior to the Leverage Ratio of Borrower and its Subsidiaries as Increase Date shall be increased by the amount of the end of Excess, effective on the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterapplicable Increase Date, and (B) compliance on a pro forma basis with Section 7.18 for without the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date necessity of the applicable Increase, andany action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.13.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.13 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests Liens created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the 3 year anniversary of the Closing Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Bxxxxxxx, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 3,000,000 and integral multiples of $1,000,000 500,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.13 on more than two 5 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00040,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithAmount:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are 3.2 is satisfied,
(iii) in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrower shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrower, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board,
(iv) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 8 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(v) Borrower shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Commitments with respect to the interest margins applicable to Advances to be made pursuant to the increased Commitments (which interest margins may be higher than or equal to the interest margins applicable to Advances set forth in this Agreement immediately prior to the date of the increased Commitments (the date of the effectiveness of the increased Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Bxxxxxxx and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13 (including any amendment necessary to effectuate the interest margins for the Advances to be made pursuant to the increased Commitments). If the interest margin that is to be applicable to the Advances to be made pursuant to the increased Commitments are higher than the interest margin applicable to the Advances hereunder (as applicable) immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Advances immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans Advances shall be deemed, unless the context otherwise requires, to include Revolving Loans Advances made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.13.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit Advances on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit Advances will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.13 shall constitute Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by this Agreement and the other Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by this Agreement and the other Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the 3 year anniversary of the Closing Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount $25,000,000 (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 (whether or not a Covenant Testing Period is in effect) for the 4 fiscal quarters most recently ended 12 month period (on a quartermonth-by-quarter month basis) immediately following the proposed date of the applicable Increase, and
(iv) Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute be on the same terms as, and constitute, Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (Nuverra Environmental Solutions, Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Revolving Loan Maturity Date, at the option of Borrower (but subject to may request that the conditions set forth in clause (b) below), the Revolver Revolving Credit Commitments and the Maximum Revolver Amount may Aggregate Revolving Commitments be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Administrative Agent shall invite each Lender to increase its Revolver Commitments Revolving Credit Commitment (it being understood that no Lender shall be obligated to increase its Revolver CommitmentsRevolving Credit Commitment) in connection with a the proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Revolving Credit Commitments in connection with such the proposed Increase, then Administrative Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Administrative Agent and Borrower to become a Lender in connection with a the proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any The Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.02 on more than two (2) occasions in the aggregate for all such Increases. No Lender shall have any obligation to provide the Increase, it being understood that each Lender may elect to participate in the Increase in its sole discretion. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Revolving Credit Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithIncrease:
(i) Administrative Agent or Borrower have has obtained the commitment of one or more Lenders (or other prospective lenders) lenders reasonably satisfactory to Administrative Agent and Borrower Borrower) to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Administrative Agent have signed a joinder agreement to this Agreement to effectuate the Increase (an “Increase Joinder”), in form and substance reasonably satisfactory to Administrative Agent, to which such participating Lenders (or prospective lenders), and Borrower, and Agent are party,
(ii) no Default or Event of Default shall have occurred and be continuing at the time of the Increase or would result therefrom,
(iii) each of the conditions precedent set forth in Section 3.3 4.02 are satisfied,
(iiiiv) Borrower has delivered to Administrative Agent updated pro forma Projections (after giving effect evidence reasonably satisfactory to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) Administrative Agent that on a pro forma basis after giving effect to the applicable Increase, the Consolidated Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter Fiscal Quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Consolidated Leverage Ratio permitted pursuant to Section 7.18(a)(i7.14(b) for such fiscal quarterFiscal Quarter, and and,
(Bv) compliance on a pro forma basis Borrower shall have reached agreement with Section 7.18 for the 4 fiscal quarters Lenders (on a quarter-by-quarter basisor prospective lenders) agreeing to the increased Revolving Credit Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolving Credit Commitments (which interest margins may be higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately following prior to the proposed date of the applicable increased Revolving Credit Commitments (the date of the effectiveness of the increased Revolving Credit Commitments, the “Increase Date”)) and shall have communicated the amount of such interest margins to Administrative Agent. Any Increase Joinder may, with the consent of Administrative Agent, Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, andeffect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.02 (including any amendment necessary to effectuate the interest margins or fees for the Loans to be made pursuant to the increased Revolving Credit Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolving Credit Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Revolving Credit Commitments and Maximum Revolver Amount pursuant to this Section 2.152.02.
(d) Each of the Lenders having a Revolver Revolving Credit Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Revolving Credit Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereofpar, such interests in the Revolving Loans and participation interests in Letters of Credit L/C Obligations on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit L/C Obligations will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share Applicable Percentage after giving effect to such increased Revolver Revolving Credit Commitments.
(e) The Revolving Loans, Revolver Revolving Credit Commitments, and Maximum Revolver Amount Aggregate Revolving Commitments established pursuant to this Section 2.15 2.02 shall constitute Revolving Loans, Revolver Revolving Credit Commitments, and Maximum Revolver Amount Aggregate Revolving Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Revolving Credit Commitments and Maximum Revolver AmountAggregate Revolving Commitments.
Appears in 1 contract
Samples: Credit Agreement (RealD Inc.)
Accordion. (a) At any time during Borrowing Agent may by written notice to Agent elect to request the period from and after establishment of one or more increases in the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower Revolving Commitment (but subject to the conditions set forth with a corresponding increase in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount Revolving Advance Amount) (each such increase, an “"Incremental Commitment Increase”" and, all such increases, collectively, the "Incremental Commitment Increases") to make incremental Revolving Advances (any such incremental Revolving Advance, an "Incremental Loan"); provided that (1) the total aggregate amount for all such Incremental Commitment Increases shall not (as of any date of incurrence thereof) exceed the amount of $100,000,000 and (2) the total aggregate amount for each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall not be less than the amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Agent Each such notice shall specify the date (each, an "Increased Amount Date") on which Borrowers propose that any Incremental Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Agent. Borrowers shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance Person reasonably satisfactory to Agent, to which provide an Incremental Commitment Increase (any such Person, an "Incremental Lender"). Any Lender offered or approached to provide all or a portion of any Incremental Commitment Increase may elect or decline, in its sole discretion, to provide such Incremental Commitment Increase. In the event the Incremental Commitment Increases agreed to be provided by Lenders and such other Persons exceed the Incremental Commitment Increase request, Agent shall allocate such Incremental Commitment Increase as determined by Agent. Any Incremental Commitment Increase shall become effective as of such Increased Amount Date; provided that:
(i) no Default or prospective lenders), Borrower, and Agent are party,Event of Default shall exist on such Increased Amount Date before or after giving effect to any Incremental Commitment Increase;
(ii) each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall constitute Obligations of Borrowers and be on the conditions precedent set forth in Section 3.3 are satisfied,same terms (including, without limitation, interest rate, fees, voting rights and maturity date) as the existing Revolving Commitments and shall be permitted under the Note Indenture;
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the extent that such Incremental Commitment Increase is being provided by an Incremental Lender that is not a Lender hereunder at the time of such increase, such Incremental Commitment Increase shall be effected pursuant to one or more agreements joining such Lender to this Agreement executed and delivered by Borrowers, Agent and the applicable IncreaseIncremental Lenders (which Lender joinder agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the Other Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.24);
(iv) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increaseextent Agent has received a Mortgage on any Real Property, Credit Parties shall deliver a completed standard flood hazard determination form and such other flood insurance documentation and information as Agent or any Lender shall reasonably request.
(v) Credit Parties shall execute and deliver additional Other Documents (including, without limitation, such opinions, resolutions, certificates and other instruments related thereto) as may be reasonably requested by Agent to effectuate the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required foregoing;
(vi) GLDD shall deliver or cause to be delivered pursuant to this Agreement was at least 0.25 less than any customary legal opinions or other documents reasonably requested by Agent in connection with any such transaction.
(b) The Incremental Lenders shall be included in any determination of the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterRequired Lenders, and (B) compliance on the Incremental Lenders will not constitute a pro forma basis with Section 7.18 separate voting class for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, andany purposes under this Agreement.
(c) Unless otherwise specifically provided hereinOn any Increased Amount Date on which any Incremental Commitment Increase becomes effective, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant subject to the increased Revolver Commitments foregoing terms and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having conditions, each Incremental Lender providing an Incremental Commitment Increase shall become a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance hereunder with their Pro Rata Share after giving effect respect to such increased Revolver CommitmentsIncremental Commitment Increase.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Great Lakes Dredge & Dock CORP)
Accordion. (a1) At So long as no Default or Event of Default has occurred and is continuing or would occur as a result of the Increase, then at any time during following the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Closing Date, the Borrowers may, by delivering a written request for an increase (an "Increase Request") to the Agent, request an increase to the amount of the Revolving Facility (an "Increase"). Any Increase Request with respect to the Revolving Facility may not request an Increase of less than US$2,000,000 and all Increases with respect to the Revolving Facility may not exceed, in the aggregate, US$15,000,000.
(2) An Increase Request will be delivered at least 30 days before the date of the requested Increase, and will specify the requested principal amount of such Increase, that the Revolving Facility is to be increased and the requested date of such Increase.
(3) Each Lender may, at its option, provide its rateable portion of the requested Increase. Any Lender consenting to provide its rateable portion of the Increase will be deemed to have committed to increase its respective Revolving Commitment accordingly upon delivery of notice of its consent to the Agent. Any Lender which does not advise the Borrowers and the Agent, within 10 Business Days of an Increase Request, that such Lender will provide its rateable portion of the requested Increase will be deemed to have declined to provide its rateable portion thereof. Not more than five Business Days following (i) the last day for receipt by the Agent of such notices; or (ii) if all such Lenders have provided such notice, the day on which the last of such notices has been received by the Agent, the Agent will advise the Borrowers and each Lender, which Lenders have agreed to provide their rateable portion of the Increase and which Lenders have declined to provide their rateable portion of the Increase, and the amount of such rateable portion so agreed or declined by each such Lender (the "Allocation Notice").
(4) Each Lender consenting to provide its rateable portion of the Increase may offer to acquire all or any portion of the requested Increase that has not yet been allocated to a Lender (the "Unallocated Portion") by giving written notice to the Agent of the portion of the Unallocated Portion which such Lender is prepared to acquire. Such notice will be given not more than four Business Days following receipt by such Lender of the Allocation Notice. By delivering such notice each such Lender will be deemed to have committed to increase its respective the Revolving Facility Commitment accordingly. If more than one such Lender gives notice to the Agent that it wishes to acquire all or a portion of the Unallocated Portion (each such Lender, an "Additional Offer Lender") and the amount of such Unallocated Portion which all such Additional Offer Lenders wish to acquire exceeds the amount of the Unallocated Portion, each such Additional Offer Lender will be deemed to have offered to acquire its rateable portion (determined on a pro rata basis by the Agent according to the respective amounts such Lenders have indicated that they wish to acquire of the Unallocated Portion, rounded to the nearest US$500,000). The Agent will give written notice to the Borrowers, within two Business Days following the expiry of the time for such Lenders to give notice of their intention to acquire, pursuant to this Section 2.12, of any Lender agreeing to acquire the Unallocated Portion.
(5) Notwithstanding anything to the contrary in this Agreement, no Lender will have any obligation to participate in any requested Increase unless it agrees to do so in its sole discretion.
(6) Should the existing Lenders at the option time that an Increase Request is made not agree to participate to the extent of Borrower the full request for Increase (but the amount of the requested Increase being uncommitted by existing Lenders referred to herein as the "Deficiency"), the Borrowers shall be entitled to solicit another financial institution (a "New Lender") to make up the Deficiency. Any New Lender shall be subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases prior approval of the Revolver Commitments and the Maximum Revolver Amount not Agent, in its sole discretion. Should a New Lender elect to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver provide Commitments in connection with such proposed an Increase, then it shall enter into such documentation as required by the Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000Agreement.
(b7) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed As a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect condition to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable effectiveness of any Increase, the Leverage Ratio Borrowers will pay an upfront fee in US Dollars on the principal amount of Borrower such Increase to be agreed upon at such time by the Borrowers and the Lenders agreeing to provide their rateable portion of such Increase. Such upfront fee shall be payable on the date on which such Increase becomes effective.
(8) Upon its Subsidiaries as confirmation of the end satisfaction of the fiscal quarter most recently ended as foregoing conditions and any other conditions set out herein, the Agent will prepare and deliver to which financial statements were required the Borrowers and each Lender (including any New Lender) a new Exhibit A, setting forth the Commitments of the Lenders following the Increase. Such new Exhibit A, and the revised Commitments of the Lenders set forth therein, will become effective the next Business Day following delivery by the Agent thereof to the Borrowers and the Lenders.
(9) The Borrowers shall deliver or cause to be delivered pursuant such confirmation, Security, opinions and other ancillary documents as the Agent and Lenders may reasonably require to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Amendment No. 811 Effective Date through but excluding the Revolver Maturity DateMarch 24December 14, 20212024, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margins proposed by Xxxxxxxxx, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two three occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower Borrowers and its their Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(iv) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, as applicable, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Xxxxxxxxx and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans hereunder immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) [Reserved].
(d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(de) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(ef) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity date that is the one (1) year anniversary of the Closing Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Revolving Credit Facility Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments Revolving Credit Facility Commitment and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments Revolving Credit Facility Commitment (it being understood that no Lender shall be obligated to increase its Revolver CommitmentsRevolving Credit Facility Commitment) in connection with a proposed IncreaseIncrease on the terms set forth in this Agreement, and if sufficient Lenders do not agree to increase their Revolver Commitments Revolving Credit Facility Commitment in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments Revolving Credit Facility Commitment and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.19 on more than two 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments Revolving Credit Facility Commitment and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Agent shall have received form FR U-1 for each Lender fully completed and executed by Borrower, and
(iv) Borrower has delivered to Agent updated pro forma Projections calculations (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing that: (Ai) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Fixed Charge Coverage Ratio of Borrower and Minimum Interest Coverage Ratio for JMPG and its Subsidiaries Subsidiaries, for the four consecutive fiscal quarter period ending as of the end last day of the fiscal quarter most recently ended prior to the Increase Date as to which financial statements were required to be delivered pursuant to this Agreement was Agreement, are each greater than the respective ratio required by Section 6.14 for such period by at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for 10% of such fiscal quarterrequired ratio, and (Bii) compliance on a pro forma basis with Section 7.18 the Liquidity and Net Worth of for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date Loan Parties and their Subsidiaries, as of the applicable IncreaseIncrease Date, andis each greater than the respective amount required by Section 6.14 as of such date by at least 10% of such required amount.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments Revolving Credit Facility Commitment and Maximum Revolver Amount pursuant to this Section 2.152.19.
(d) Each of the Lenders having a Revolver Revolving Credit Facility Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Revolving Credit Facility Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Revolving Credit Facility Commitments.
(e) The Revolving Loans, Revolver Revolving Credit Facility Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.19 shall constitute Revolving Loans, Revolver Revolving Credit Facility Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Revolving Credit Facility Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (JMP Group Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver date that is 180 days prior to the Maturity Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two three (3) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithAmount:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has , and Borrowers shall have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries an officers’ certificate dated as of the end proposed date of the fiscal quarter most recently ended as such Increase certifying to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quartereffect, and (B) compliance on a pro forma basis any and all agreements, instruments and other documents reasonably requested by the Agent in connection with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following Increase, each in form and substance reasonably satisfactory to the proposed date of the applicable IncreaseAgent, and
(iii) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments (the date of the effectiveness of any increased Revolver Commitments and the updated Maximum Revolver Amount, an “Increase Date”)). Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14.
(c) Any Increase shall have the same terms as the existing Revolver Commitments.
(d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(de) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(ef) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Third Amendment Closing Date through but excluding the Revolver Maturity date that is eighteen (18) months after the Third Amendment Closing Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 5 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing that Borrower would achieve EBITDA (Awithout regard to whether a Financial Covenant Triggering Event has occurred) that the four fiscal quarters (on a quarter-by-quarter basis) ended immediately following the proposed date of the applicable Increase of not less than the amount specified for each such period in Section 7(a)(iii), in form reasonably acceptable to Agent and together with appropriate supporting details and a statement of appropriate underlying assumptions,
(iv) Borrower has delivered to Agent updated pro forma basis Projections (after giving effect to the applicable Increase, the Leverage Ratio of ) for Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) evidencing compliance on a pro forma basis with Section 7.18 7 for the 4 fiscal quarters quarter periods (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, in form reasonably acceptable to Agent, and together with appropriate supporting details and a statement of appropriate underlying assumptions,
(v) Borrower shall have paid to Agent all fees due and payable as of the Increase Date pursuant to the Fee Letter, and
(cvi) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document Borrower shall have reached agreement with the Lenders (or prospective lenders) agreeing to Revolving Loans shall the increased Revolver Commitments with respect to the interest margins applicable to Advances to be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount (which interest margins may be with respect to Advances made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Advances set forth in this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment Agreement immediately prior to the Increase Date date of the increased Revolver Commitments (the “Pre-Increase date of the effectiveness of the increased Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Commitments and the Maximum Revolver Commitment on the Increase Date (Amount, the “Post-Increase Revolver LendersDate”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled have communicated the amount of such interest margins to all Agent. Any Increase Joinder may, with the benefits afforded byconsent of Agent, Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan DocumentsDocuments as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Advances to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Advances to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Advances or immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Advances immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment necessity of any such new Revolver Commitments and Maximum Revolver Amountaction by any party hereto.
Appears in 1 contract
Samples: Credit Agreement (Actuate Corp)
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding Closing Date, and so long as no permanent reduction of the Revolver Maturity DateCommitments has occurred pursuant to Section 3.03(c), at the option of the Parent Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount $50,000,000 (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender Any request for an Increase shall be obligated made in writing by the Parent Borrower to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Administrative Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase each increase shall be in an amount of at least $5,000,000 2,500,000 and integral multiples of $1,000,000 in excess thereof. In no event thereof (provided that, any such Increase may be in an amount equal to, in its entirety, the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such outstanding balance of available Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000).
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Administrative Agent or Borrower shall have obtained the commitment of one or more Lenders (or other prospective lenders) lenders reasonably satisfactory to Agent the Borrower, Administrative Agent, each Issuing Lender and Borrower Swing Lender (such consent of each Issuing Lender and Swing Lender to be required, in each case, to the extent required under Section 12.04(a) (in each case, such consent not to be unreasonably withheld, conditioned or delayed)) to provide the applicable Increase and any such Lenders (or prospective lenders)Increase, Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,and
(ii) each of the conditions precedent set forth in Section 3.3 are required by the Lenders providing such Increase shall have been satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.153.13.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 3.13 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code UCC or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
(e) Each of the Lenders having a Revolver Commitment prior to the date of any Increase (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on such date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit and Swing Loans on the date of such Increase as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
Appears in 1 contract
Samples: Abl Credit and Guarantee Agreement (Janus International Group, Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower (but subject Prior to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases expiration of the Revolver Commitments and Revolving Period, Borrower may request, in writing, that the Maximum Revolver Amount not Administrative Agent increase the Aggregate Commitment by a total aggregate amount up to exceed $35,000,000 (which, if fully exercised, would increase the Available Increase Amount Aggregate Commitment to a total aggregate amount up to $175,000,000) (each such increase, an “Increase”). ) so long as of such date, each of the following conditions are satisfied to the satisfaction of the Administrative Agent (or is waived, at the sole discretion of the Administrative Agent and Lenders): (i) the Administrative Agent and Lenders have elected (which election shall invite be made in the Administrative Agent’s and each Lender Lender’s sole discretion) to provide the Increase; (ii) at the time of such Increase, no Regulatory Trigger Event, Unmatured Event of Default or Event of Default has occurred and is continuing; the Administrative Agent and Lenders shall have received the fees described in the Upfront Fee Letter in connection with such Increase; and (iii) all documents reasonably required by the Administrative Agent to evidence any such Increase shall be executed and delivered to the Administrative Agent on or before the effective date of such Increase, including, without limitation, an amendment of this Agreement to reflect such increase its Revolver Commitments or one or more new or replacement Notes.
(it being understood that no b) No Lender shall be obligated to increase participate in any Increase by increasing the amount of its Revolver Commitments) in connection with a proposed Increaseown Commitment, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase which decision shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions made in the aggregate for all such Increases. Additionally, for the avoidance sole discretion of doubt, it each Lender whose Commitment is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000being increased.
(bc) Each Any Increase will be effective on the first day of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to calendar month on which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 2.04(a) have been satisfied; provided that Borrower may reject any increase unless the Aggregate Commitments are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect increased to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15full amount requested by Borrower.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At Subject to the terms and conditions of this Agreement and subject to formal credit approval from the Lenders, the Borrower may at any time during and from time to time, request an increase to the maximum aggregate amount available under the Revolving Credit by up to an additional US $25,000,000 (the “Revolving Commitment Increase”), by providing written notice to the Agent not less than twenty (20) Banking Days prior to the proposed effective date of such an increase (an “Accordion Notice”).
(b) The Accordion Notice shall specify: (i) the amount of the proposed increase in the aggregate amount of the Revolving Credit, (ii) the amount of the proposed increase, (iii) and the proposed effective date of such increase. The Agent shall promptly provide a copy of the Accordion Notice to each Lender. On or prior to the date that is ten (10) Banking Days after receipt of the Accordion Notice by the Agent, each Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in the Revolving Credit in response to the Accordion Notice (the “Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to the Agent prior to the expiration of such ten (10) Banking Day period shall be deemed to have refused any increase in its Commitments. To the extent that the Agent has not received binding Commitments from and after existing Lenders for the Restatement Effective Date through but excluding the Revolver Maturity Date, entire amount of a Revolving Commitment Increase at the option expiry of such ten (10) Banking Day period, one or more new lenders acceptable to the Agent and the Borrower (but which acceptance shall not be unreasonably withheld) may provide commitments for the Revolving Commitment Increase.
(c) The Revolving Commitment Increase is uncommitted and shall not be increased until such time as the Agent has notified the Borrower in writing that the Lenders have agreed to such increase. The effectiveness of any Revolving Commitment Increase shall, unless otherwise agreed to by the Lenders, be subject to the satisfaction on the date thereof of each of the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,0004.2.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (CRH Medical Corp)
Accordion. (a) At any From time during the period from and to time after the Restatement Effective Date through but excluding the Revolver Maturity Signing Date, at the option of the Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount Loans hereunder may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount hereunder (each such increaseincrease that satisfies the terms and conditions herein, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) by an amount not in connection with excess of the Available Increase Amount by delivery of a written notice of a proposed increase to Administrative Agent at least ten (10) Business Days prior to such Increase, and if sufficient Lenders do not agree to . Each proposed increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof5,000,000. In no event may the Revolver Commitments and the Maximum Revolver Amount Loans be increased pursuant to this Section 2.14 2.18 on more than two ten (10) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments Loans and the Maximum Revolver Amount making of the additional portion of the Loans (each, an “Additional Portion of the Loans” and collectively, the “Additional Portions of the Loans”) in connection therewith:
(i1) Agent or The Borrower have has obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable proposed Increase (it being understood that no Lender shall have any obligation whatsoever to provide or consider providing any proposed Increase and may refuse to provide any proposed Increase for any reason or no reason at all), and any such Lenders (or prospective lenders), Borroweras applicable, and Agent shall have signed (A) a joinder agreement to this Agreement (an “Increase Joinder”)Agreement, in form and substance reasonably satisfactory to Administrative Agent, pursuant to which such Lenders (or any prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered lenders agree to Agent updated pro forma Projections (after giving effect be joined as a Lender subject to the applicable Increase) for Borrower terms and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterconditions hereunder, and (B) compliance if applicable, a note purchase agreement, in form and substance satisfactory to the Borrower, pursuant to which a Lender or prospective lender agrees to exchange all, or a portion of, its Existing Unsecured Notes for Loans hereunder;
(2) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on a pro forma basis with Section 7.18 for and as of the 4 fiscal quarters Increase Date (as defined below), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; and
(3) no Default or Event of Default shall have occurred and be continuing on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increaseeffectiveness on the Additional Portion of the Loans (such date being the “Increase Date”), andor result immediately from the making of the Additional Portion of the Loans.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving the Loans shall be deemed, unless the context otherwise requires, to include Revolving any Additional Portion of the Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount this Section 2.18. Each Additional Portion of Loans made pursuant to this Section 2.15.
(d) Each 2.18 shall constitute a portion of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Administrative Agent and Collateral Trustee to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Uniform Commercial Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver AmountAdditional Portion of the Loans.
(d) If necessary, all such Additional Portion of the Loans, to the extent necessary for tax considerations, may be designated as a separate tranche of loans; provided that all Lenders of the Loans hereunder, including any Additional Portion of the Loans, will vote as a single class hereunder.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Dateterm of this Agreement, at the option of the Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). The Administrative Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by the Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then the Administrative Agent or the Borrower may invite any prospective lender who is reasonably satisfactory to the Administrative Agent and the Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount amount, and in integrals, of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof5,000,000. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.15 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00025,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) the Administrative Agent or the Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to the Administrative Agent and the Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), the Borrower, and the Administrative Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to the Administrative Agent, to which such Lenders (or prospective lenders), the Borrower, and the Administrative Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 6.02 are satisfied,
(iii) the Borrower has delivered to the Administrative Agent updated pro forma Projections projections (after giving effect to the applicable Increase) for Borrower Holdings and its Restricted Subsidiaries evidencing (A) that compliance on a pro forma basis after giving effect to the applicable Increase, with the Leverage Ratio of Borrower and its Subsidiaries financial covenants set forth in Section 8.13 as of the end of the fiscal quarter applicable period most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterAgreement, and (B) compliance on a pro forma basis with the financial covenants set forth in Section 7.18 8.13 for the 4 four fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(iv) the Borrower shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to the Administrative Agent. Any Increase Joinder may, with the consent of the Administrative Agent, the Borrower and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.15 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments).
(c) [Reserved].
(d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(de) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(ef) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Borrower shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code UCC or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
(g) Nothing in this Section 2.15 shall constitute a commitment to lend or an agreement to make a lending commitment or to make credit available or to syndicate the Increase on the part of the Lenders or the Administrative Agent. The Borrower acknowledges and agrees that any proposed Increase shall be subject to, among other things, then existing market conditions or prospects, the satisfactory completion of each Lender’s or prospective Lender’s, as applicable, respective due diligence, underwriting and internal approval procedures, and any failure of any Person to obtain internal approvals for or to successfully syndicate any Increase shall not constitute a breach or default hereunder. The parties hereto acknowledge and agree that the Administrative Agent shall not be obligated to undertake any action to effectuate and/or implement the Increase but shall have the right to undertake such action in its sole and absolute discretion pursuant to the terms of this Section 2.15 upon receipt of the Increase Notice.
Appears in 1 contract
Samples: Abl Credit and Guarantee Agreement (ATI Intermediate Holdings, LLC)
Accordion. (a) At Notwithstanding any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option provision of Borrower (but subject this Section 2.1 to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithcontrary:
(i) Agent or On any anniversary of the Aggregation Date following the sixth such anniversary and upon the satisfaction of the Upsize Conditions, the Borrower have obtained may provide a written notice (the commitment “Upsize Loan Notice”) to each of one or more the Lenders (or other prospective lenders) reasonably satisfactory that the Borrower intends to Agent and Borrower request, subject to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each satisfaction of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered 3.2 and the prior written consent of all Lenders, a Borrowing in an amount equal to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the then-applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and Maximum Loan Size minus (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date total amount of the Term Loan then outstanding (as calculated after each Lender has made an election with respect thereto under Section 2.1(g)(ii) and after the Borrower has made a prepayment, if any, contemplated under Section 2.1(g)(ii)(B)) (the “Upsize Loan”). The interest rate applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other to the Upsize Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to Fixed Interest Rate calculated on the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15Borrowing Date of such Upsize Loan.
(dii) Each Upon receipt of the Lenders having Upsize Loan Notice, each Lender shall have the right, but not the obligation, to participate in the Upsize Loan in an amount equal to its pro rata share (based on the amount of the Term Loan held by such Lender on the Borrowing Date for the Upsize Loan) (each such Lender, an “Upsize Loan Lender”).
(A) If any Lender consents to permit the Borrower to incur the Upsize Loan but does not consent to provide its pro rata share of such Upsize Loan (each such Lender, a Revolver Commitment prior “Non-Participating Lender”), such Non-Participating Lender shall continue to be a Lender with respect to such Non-Participating Lender’s existing share of the Increase Date Term Loan.
(B) If any Lender does not consent to permit the Borrower to incur the Upsize Loan (each such Lender, a “Declining Lender”), the Borrower shall be permitted to prepay the Loans then held by such Declining Lender (the “Pre-Increase Revolver LendersDeclining Lender Loans”) shall assign in an amount equal to any Lender which is acquiring a new or additional Revolver Commitment on one hundred two point five percent (102.5%) of such Declining Lender’s existing share of the Increase Date (Term Loan plus accrued and unpaid interest, for the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters avoidance of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shalldoubt, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Make Whole Amount.
Appears in 1 contract
Samples: Loan Agreement (Vivint Solar, Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Datetime, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and that will not result in the Maximum Revolver Amount not to exceed the Available Increase Amount being in excess of $150,000,000 (each such increase, an “Increase”). Agent shall invite each Lender and/or prospective lenders that are reasonably acceptable to increase its Revolver Commitments the Borrowers and Agent to participate in such proposed Increase (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.13 on more than two 3 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed result in the Maximum Revolver Amount being in excess of $10,000,000150,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are 3.2 is satisfied,, and
(iii) Borrower has delivered Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to Agent updated pro forma Projections the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (after giving which interest margins may be higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase) for Borrower and its Subsidiaries evidencing Increase Date (A) that on a pro forma basis after giving effect the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the applicable Increase, Revolving Loans immediately prior to the Leverage Ratio of Borrower and its Subsidiaries as Increase Date shall be increased by the amount of the end of Excess, effective on the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterapplicable Increase Date, and (B) compliance on a pro forma basis with Section 7.18 for without the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date necessity of the applicable Increase, andany action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.13.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.13 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests Liens created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding Closing Date, upon sixty (60) days' prior written notice to the Revolver Lenders and not more than three (3) times prior to the Maturity Date, the Borrower may request that the Lenders increase their respective Commitments under either Facility, provided that the following conditions are satisfied at the option time of Borrower each request:
(but subject i) the Senior Funded Debt to EBITDA is below 2.00:1;
(ii) the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an a minimum amount of at least Five Million Dollars ($5,000,000 5,000,000), and integral multiples a multiple of One Million Dollars ($1,000,000 in excess thereof. In no event may the Revolver Commitments 1,000,000), and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of such increase and all previous increases shall not exceed Thirty-Five Million Dollars ($35,000,000);
(iii) the Increases Borrower shall have provided to the Revolver Commitments exceed $10,000,000Agent a certificate, supported by such financial projections of the Borrower as may be reasonably required by the Lenders, confirming that the Borrower will remain in compliance with all financial covenants set out herein at all times during the twelve (12) month period immediately following each such increase;
(iv) all representations and warranties in Section 6.01 herein shall remain true and correct in all material respects immediately prior to the effective date of each such increase and will remain true and correct in all material respects immediately thereafter; and
(v) no Default or Event of Default has occurred and is continuing immediately prior to or immediately after each such increase.
(b) Each At the request of the following shall be conditions precedent Borrower, subject to any Increase obtaining the written consent of the Revolver Commitments Agent and the Maximum Revolver Amount in connection therewith:
(i) Agent Issuing Bank not to be unreasonably withheld or Borrower have obtained delayed, a financial institution which is not a Lender at the commitment date of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement may establish a new Commitment, provided that all conditions in paragraph (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(iia) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) . Such financial institution shall thereby become a Lender for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio all purposes of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, andAgreement.
(c) Unless otherwise specifically provided herein, all references in The establishment of any such increased or new Commitment shall be subject to the execution and delivery of an amendment to this Agreement made among the Borrower, the Agent, the Issuing Bank and any those Lenders which have agreed to increase their Commitments or establish new Commitments, as the case may be, together with security confirmations, guarantee confirmations, additional security, officers' certificates, legal opinions and other Loan Document to Revolving Loans documents as the Agent may consider necessary or desirable, including the allocation of such increased or new Commitment among the Facilities. Any such amendment shall be deemedbinding upon all Lenders, unless without the context otherwise requires, necessity of any notice to include Revolving Loans made pursuant to such other Lenders by the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15Borrower or the Agent.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any For greater certainty, no Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary required to increase its Commitment unless it expressly agrees to do so in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitmentsits discretion.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver date that is three months prior to the Maturity Date, at the option and upon written request of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Credit Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Credit Amount not to exceed the Available Increase Amount (each such increase, an “Increase”); provided, that in no event shall the Revolver Commitments and the Maximum Credit Amount be increased to an amount in excess of $98,000,000. Agent Each Lender shall invite increase its Revolver Commitment (it being understood that each Lender shall be obligated to increase its Revolver Commitments (it being understood that with respect to Increases in an aggregate amount not exceeding $5,000,000 but no Lender shall be obligated to increase its Revolver Commitments) in connection Commitment with respect to any further Increases requested, if a proposed result of such Increase, and if sufficient Lenders do not agree the aggregate amount of the Increases to increase their the Revolver Commitments in connection with made pursuant this Section 2.16 would exceed $5,000,000) by its Pro Rata Share of the proposed Increase upon the date that such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase becomes effective (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Credit Amount be increased pursuant to this Section 2.14 2.16 on more than two 5 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00013,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Credit Amount in connection therewith:
(i) any Increase whereby as a result of such Increase, the aggregate principal amount of the Increases to the Revolver Commitments made pursuant this Section 2.16 exceeds $5,000,000, shall (x) require approval in writing by the Agent, and (y) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect shall have paid the Increase fee payable pursuant to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, andFee Letter.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and the Maximum Revolver Credit Amount pursuant to this Section 2.152.16.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, Commitments and the Maximum Revolver Credit Amount established pursuant to this Section 2.15 2.16 shall constitute Revolving Loans, Revolver Commitments, Commitments and the Maximum Revolver Credit Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code PPSA or otherwise after giving effect to the establishment of any such new Revolver Commitments and the Maximum Revolver Credit Amount.
Appears in 1 contract
Samples: Credit Agreement (Birks Group Inc.)
Accordion. (aA) At any time during the period from and after the Restatement Eleventh Amendment Effective Date through but excluding the Revolver Maturity date that is the 5th year anniversary of the Eleventh Amendment Effective Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Revolver Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 10,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.15 on more than two three (3) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00050,000,000.
(bB) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i1) Agent or Borrower have has obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii2) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii3) Borrower has Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries Borrowers evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 7 for the 4 12 fiscal quarters months (on assuming a quarter-by-quarter basisCovenant Testing Period is in effect) immediately following the proposed date of the applicable Increase,
(4) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.15 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments); provided, that, anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans hereunder immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto, and
(c5) at Agent’s discretion, completion of Agent’s business and legal due diligence, the results of which must be satisfactory to Agent.
(C) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(dD) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(eE) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall deliver to Agent such agreements, certificates, documents and opinions as Agent shall reasonably request in connection with any Increase, and shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Accordion. (a) At any time during the period from and after the Restatement Effective Closing Date through but excluding the Revolver Maturity Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrower Borrowers to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00020,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,
(iii) Borrower has delivered Agent shall have received an acknowledgement and agreement, in form and substance satisfactory to Agent, executed by Term Loan Agent updated pro forma Projections (after giving effect to and certifying that the applicable Increase) for Borrower and its Subsidiaries evidencing Increase (A) that on a pro forma basis after giving effect to falls within the applicable Increase, ABL Cap (as such term is defined in the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarterIntercreditor Agreement), and (B) constitutes Indebtedness permitted under the Term Loan Agreement and is being incurred by Borrowers in compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters terms and conditions of the Term Loan Agreement applicable thereto,
(on a quarter-by-quarter basisiv) Agent shall be satisfied, in its sole discretion, that the applicable Increase (A) falls within the ABL Cap (as such term is defined in the Intercreditor Agreement) and (B) constitutes Indebtedness permitted under the Term Loan Agreement and is being incurred by Borrower in compliance with the terms and conditions of the Term Loan Agreement applicable thereto, and
(v) Agent shall have received duly executed amendments to each of the Mortgages to reflect the Increase to the Commitments, together with date down endorsements with respect to each of the title insurance policies relating to such Mortgages, in each case, in form and substance reasonably satisfactory to Agent. Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Commitments with respect to the interest margins applicable to the Revolving Loans to be made pursuant to the increased Commitments (which interest margins may be higher than or equal to the interest margins set forth in this Agreement immediately following prior to the proposed date of the applicable increased Commitments (the date of the effectiveness of the increased Commitments and the Maximum Revolver Amount, the “Increase Date”)). Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, andeffect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins applicable for the Revolving Loans to be made pursuant to the increased Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans hereunder immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Credit Agreement (Aventine Renewable Energy Holdings Inc)
Accordion. Borrower may, from time to time, but not more than on two (a2) At any time during occasions within the period from and after twelve (12) months following the Restatement Effective Date through but excluding the Revolver Maturity Closing Date, at request by a notice to Administrative Agent in substantially the option form of Borrower Exhibit 2.1(d) (but subject an “Accordion Request”) delivered in writing or via telecopy, that Lenders provide an increase in the Maximum Commitment in a principal amount of up to $100,000,000 (and not less than $20,000,000 for each request) (each such increase an “Accordion Amount”) such that the conditions Maximum Commitment following all such increases shall not exceed, in the aggregate, $250,000,000. If no Event of Default is then continuing, then Administrative Agent shall disclose the Accordion Request to Lenders and each Lender, in its sole and absolute discretion, shall have the right to provide an increase in its Commitment that is equal to its Pro Rata Share multiplied by the Accordion Amount set forth in clause (b) below)such Accordion Request. If any Lender does not wish to provide its Pro Rata Share of the Accordion Amount, or any portion thereof, then each other Lender shall have the Revolver Commitments and the Maximum Revolver right to provide an additional Accordion Amount may be increased by in an amount in equal to the aggregate for all such increases Pro Rata Share of the Revolver Commitments and the Maximum Revolver Accordion Amount not being provided by such Lender as determined by the Administrative Agent. Such process shall continue until the entire Accordion Amount is divided among the Lenders. If the entire Accordion Amount is not absorbed by the other Lenders within ten (10) Business Days from the date of the Accordion Request, then Administrative Agent will inform Borrower of the amount of the Accordion Amount that Lenders are willing to exceed provide, and Borrower will have the Available Increase right to accept such lesser Accordion Amount, cancel the Accordion Request or find additional Persons who are willing to act as Lenders that are acceptable to Administrative Agent in Administrative Agent’s sole discretion. Any such other Persons providing all or a portion of the Accordion Amount (shall be deemed to be Lenders hereunder upon execution of the Accordion Request. Once Administrative Agent, Lenders and Borrower agree on the amount of the Accordion Amount and each such increaseLender’s portion of the Accordion Amount thereunder, an “Increase”). Administrative Agent shall invite complete Schedule I to the Accordion Request and each Lender to increase its Revolver Commitments (it being understood that no Lender or other Person providing a portion of the Accordion Amount shall be obligated to increase its Revolver Commitments) in connection with a proposed Increasecountersign the Accordion Request. Upon full execution of the Accordion Request, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Administrative Agent and Borrower to become a Lender in connection with a proposed Increase shall establish the effective date of the Accordion Amount (the date such Increase is made, the “Accordion Increase Date”). Any On the Accordion Increase shall be in an amount Date, provided that no Event of at least $5,000,000 Default has occurred and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionallyis continuing, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount or would occur by virtue of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following Accordion Increase, Borrower shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent execute and deliver an amended and restated Note to each Lender or Borrower have obtained a new Note to such other Person that has executed the commitment Accordion Request, each in the amount of one or more Lenders (such Lender’s or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerPerson’s new Commitment, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) pay to Administrative Agent the fee due and payable under Section 2.13(c). In addition thereto, on each Accordion Increase Date, Borrower shall, as a condition of the requested Accordion Increase, satisfy the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase6.3 as of each Accordion Increase Date. On each Accordion Increase Date, the Leverage Ratio of Borrower and its Subsidiaries as Maximum Commitment shall be the sum of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) Maximum Commitment in effect immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Accordion Increase Date (Date, plus the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests Accordion Amount set forth in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect Schedule I to the establishment of any such new Revolver Commitments and Maximum Revolver AmountAccordion Request.
Appears in 1 contract
Samples: Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Accordion. (a) At any time during the period from and after the Restatement Effective Date Seventh Amendment Closing Date, through but excluding the Revolver Maturity Datelast day of the Revolving Credit Availability Period, at upon written request from Borrower and receipt of the option written approval of Borrower the Agent and each Lender participating in the applicable Increase (but as defined below), which approval shall be both subject to the conditions set forth in clause (b) below)below and at the sole election of the Agent and each Lender, the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed IncreaseIncrease at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”)Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 2.15 on more than two five (5) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,00050,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithAmount:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower (and, if Xxxxx Fargo is to provide such Increase, Xxxxx Fargo shall have obtained credit approval for same) to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), or an amendment to this Agreement, in either case, in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are 3.2 is satisfied,
(iii) Borrower has shall have delivered to Agent evidence of compliance with such conditions as Agent or any Lender participating in the applicable Increase shall require as a condition to approval of the applicable Increase, including (if requested), updated pro forma Projections (after giving effect to indicating compliance with each of the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis financial covenants set forth in Section 7.16 of this Agreement after giving effect to the applicable Increase, and
(iv) Borrower shall have reached agreement with the Leverage Ratio Lenders (or prospective lenders) agreeing to the increased Commitments with respect to the interest margins applicable to Advances to be made pursuant to the increased Commitments (which interest margins may be higher than or equal to the interest margins applicable to Advances set forth in this Agreement immediately prior to the date of the increased Commitments (the date of the effectiveness of the increased Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrower and its Subsidiaries as of the end of Lenders or prospective lenders agreeing to the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant proposed Increase, effect such amendments to this Agreement was at least 0.25 less and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.15 (including any amendment necessary to effectuate the interest margins for the Advances to be made pursuant to the increased Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Advances to be made pursuant to the increased Commitments are higher than the maximum Leverage Ratio permitted pursuant interest margin applicable to Section 7.18(a)(ithe Advances hereunder (as applicable) for such fiscal quarterimmediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess ”), then the interest margin applicable to the Advances immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and (B) compliance on a pro forma basis with Section 7.18 for without the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date necessity of the applicable Increase, andany action by any party hereto.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans Advances shall be deemed, unless the context otherwise requires, to include Revolving Loans Advances made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the ““ Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans Advances and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans Advances and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving LoansAdvances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by this Agreement and the other Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by this Agreement and the other Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Loan and Security Agreement (Hercules Capital, Inc.)
Accordion. Subject to the terms and conditions set forth herein below, Borrowers shall have a right at any time to increase the amount of the Maximum Principal Amount (the “Accordion Increase”) in an amount acceptable to Agent in its sole and absolute discretion; provided, however, that the aggregate amount of all Accordion Increases shall not exceed $50,000,000. The following additional terms and conditions shall apply to the Accordion Increase:
(a) At the Accordion Increase shall constitute additional Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis by the Collateral;
(b) Borrowers shall execute a new Note in favor of any time during new Lender or any existing Lender whose Commitment is increased, as well as any other legal documentation and modification documents reasonably requested by Agent to consummate the period from and after Accordion Increase;
(c) unless otherwise provided by Agent, the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower (but Accordion Increase shall be subject to the same terms (including interest rate and maturity date) as the existing Loan;
(d) all documents, organizational documents and other documents evidencing and contemplated by the Accordion Increase shall be in form and substance acceptable to Agent and Borrowers;
(e) Borrowers shall have delivered all due diligence materials and other deliverables reasonably requested by Agent;
(f) each of the closing conditions set forth in clause Article 5 shall have been satisfied;
(bg) below), no Default or Event of Default shall have occurred that has not been waived by Lenders pursuant to the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount terms hereof;
(each such increase, an “Increase”). h) Agent shall invite have received from Borrowers updated financial statements and projections and a certificate, in each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), case in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, and
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.15.
(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order demonstrating that, after giving effect to all such assignments and purchasesthe Accordion Increase on a pro forma basis, such Revolving Loans and participation interests in Letters of Credit Borrowers will be held in compliance with all financial covenants set forth herein;
(i) the Accordion Increase shall be subject to the ability of Agent to syndicate the Accordion Increase as determined by Pre-Agent in its sole and absolute discretion; and
(j) Agent shall have received such other due diligence and credit committee approvals as it may require with results satisfactory to Agent in its sole and absolute discretion. Participation in the Accordion Increase Revolver shall be offered first to each of the existing Lenders in an amount equal to each Lender’s Commitment Percentage of the Accordion Increase, but no such Lender shall have any obligation to provide all or any portion of the Accordion Increase. If the amount of the Accordion Increase requested by Borrowers shall exceed the Commitments which the existing Lenders are willing to provide with respect to the Accordion Increase, then Agent may invite other banks or lending institutions acceptable to Agent and Post-Borrowers to join this Agreement as Lenders hereunder for the portion of such Accordion Increase Revolver Lenders ratably not provided by the existing Lenders; provided, however, that such other banks, or financial institutions shall enter into such joinder agreements to give effect thereto as Agent and Borrowers may reasonably request. Agent is authorized to enter into, on behalf of Lenders, any amendment to this Agreement or any other Credit Document as may be necessary to incorporate the terms of the Accordion Increase in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitmentsthe terms hereof.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
Appears in 1 contract
Samples: Loan and Security Agreement (1st FRANKLIN FINANCIAL CORP)
Accordion. (a) At any time during the period from and after the Second Restatement Effective Date through but excluding the Revolver date that is 180 days prior to the Maturity Date, at the option of Borrower Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall and Borrowers may invite each Lender existing Lenders to increase its their Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) Commitment), and/or one or more prospective lenders who are reasonably satisfactory to Agent and Borrowers to become new Lenders in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments enacted after the Second Restatement Effective Date exceed $10,000,00075,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewithAmount:
(i) Agent or Borrower Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), BorrowerBorrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), BorrowerBorrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 3.2 are satisfied,, and
(iii) Borrower has delivered in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated pro forma Projections Form U-1 (after giving effect with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect Lenders to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries as comply with any of the end requirements under Regulations T, U or X of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was at least 0.25 less than the maximum Leverage Ratio permitted pursuant to Section 7.18(a)(i) for such fiscal quarter, and (B) compliance on a pro forma basis with Section 7.18 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase, andFederal Reserve Board.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to ACTIVE 682292377v9 - 33 - include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.152.14.
(d) Each On the date of the effectiveness of the increased Revolver Commitments (the “Increase Date”), each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.
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Samples: Credit Agreement (Unifi Inc)