Additional or Increased Commitments. (a) The Parent Borrower may, at any time and from time to time after the Closing Date, by written notice to the Administrative Agent, elect to (i) request one or more term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) or (ii) request additional or increased Tranche 1 Revolving Commitments and/or Tranche 2 Revolving Commitments hereunder (each such additional or increased commitment, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”), in an aggregate amount not in excess of US$400,000,000. Any such Incremental Facility shall be in a minimum amount equal to US$10,000,000, or a whole multiple of US$1,000,000 in excess thereof. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Parent Borrower proposes that Incremental Facility shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to Administrative Agent; provided, that any Lender offered or approached to provide all or a portion of any Incremental Facility may elect or decline, in its sole discretion, to provide the same. Such Incremental Facility shall become effective as of such Increased Amount Date; provided, that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility and to the making of any loans pursuant thereto on such Increased Amount Date; (2) the representations and warranties other than the representation and warranty contained in Section 4.5 made by each Borrower herein shall be true and correct in all material respects, on and as of such Increased Amount Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (3) any Incremental Facility may be offered either on a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other lenders or entities reasonably acceptable to each of the Administrative Agent and the Parent Borrower; (4) the terms applicable to the Incremental Revolving Commitments shall be the same as those applicable to the relevant existing Revolving Commitments; (5) the terms of any Incremental Term Loan shall, taken as a whole, be substantially identical, or less favorable, to the lenders making such Incremental Term Loan than the terms applicable to Loans hereunder, except that (A) the maturity date of any Incremental Term Loan shall be no earlier than the Termination Date, (B) the interest rate margins and other economic terms, amortization schedule (not exceeding 1% per annum), prepayment terms, borrower and currency applicable to any Incremental Term Loan shall be determined by the Parent Borrower and the lenders thereunder and (C) the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants, amortization schedule or other provisions applicable only to periods after the Termination Date; (6) any New Lender shall be subject to the approval of the Administrative Agent and the Parent Borrower, such approval not to be unreasonably withheld or delayed; (7) any New Lender providing an Incremental Revolving Commitment shall be subject to approval of the Administrative Agent, the Parent Borrower, each relevant Issuing Lender and each relevant Swingline Lender, such approval not to be unreasonably withheld or delayed; (8) such Incremental Facility shall be effected pursuant to one or more supplements to this Agreement executed and delivered by the Parent Borrower, the Administrative Agent and one or more New Lenders or existing Lenders; and (9) the Parent Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the US Guarantee Agreement and/or the Foreign Guarantee Agreement providing for such Incremental Facility and the extensions of credit thereunder to be guaranteed thereby. (b) On any Increased Amount Date on which any Incremental Facility becomes effective, subject to the foregoing terms and conditions, each new lender with an additional loan or commitment under the Incremental Facility (each, a “New Lender”) shall become a Lender hereunder with respect to such loan or commitment and each Lender with an Incremental Revolving Commitment shall have its Revolving Commitment adjusted accordingly. (c) Each supplement to this Agreement effected in accordance with Section 2.20(a) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including to provide transition provisions to provide for any additional or increased Revolving Commitments to share ratably in the extensions of credit under the Revolving Commitments).
Appears in 3 contracts
Samples: Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)
Additional or Increased Commitments. (a) The Parent Borrower may, at any time and from time to time after the Closing Date, by written notice to the Administrative Agent, elect to (i) request one or more term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) or (ii) request additional or increased Tranche 1 Revolving Commitments and/or Tranche 2 Revolving Commitments hereunder (each such additional or increased commitment, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”), in an aggregate amount not in excess of US$400,000,000$300,000,000. Any such Incremental Facility Term Loan shall be in a minimum amount equal to US$$10,000,000, or a whole multiple of US$$1,000,000 in excess thereof. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Parent Borrower proposes that Incremental Facility Term Loan shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to Administrative Agent; provided, that any Lender offered or approached to provide all or a portion of any Incremental Facility Term Loan may elect or decline, in its sole discretion, to provide the same. Such Incremental Facility Term Loan shall become effective as of such Increased Amount Date; provided, that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility and to the making of any loans pursuant thereto Term Loan on such Increased Amount Date; (2) the representations and warranties other than the representation and warranty contained in Section 4.5 made by each the Borrower herein shall be true and correct in all material respects, on and as of such Increased Amount Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (3) any Incremental Facility Term Loan may be offered either on a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other lenders or entities reasonably acceptable to each of the Administrative Agent and the Parent Borrower; (4) the terms applicable to the Incremental Revolving Commitments shall be the same as those applicable to the relevant existing Revolving Commitments; (5) the terms of any Incremental Term Loan shall, taken as a whole, be substantially identical, or less favorable, to the lenders making such Incremental Term Loan than the terms applicable to Loans the Term Loan hereunder, including with respect to the use of the proceeds of such Incremental Term Loan being for the purpose set forth in Section 4.16, except that (A) the maturity date of any Incremental Term Loan shall be no earlier than the Termination Date, (B) the interest rate margins and other economic terms, amortization schedule (not exceeding 1% per annum), ) and prepayment terms, borrower and currency terms applicable to any Incremental Term Loan shall be determined by the Parent Borrower and the lenders thereunder and (C) the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants, amortization schedule or other provisions applicable only to periods after the Termination Date; (65) any New Lender shall be subject to the approval of the Administrative Agent and the Parent Borrower, such approval not to be unreasonably withheld or delayed; (76) any New Lender providing an Incremental Revolving Commitment shall be subject to approval of the Administrative Agent, the Parent Borrower, each relevant Issuing Lender and each relevant Swingline Lender, such approval not to be unreasonably withheld or delayed; (8) such Incremental Facility Term Loan shall be effected pursuant to one or more supplements to this Agreement executed and delivered by the Parent Borrower, the Administrative Agent and one or more New Lenders or existing Lenders; and (97) the Parent Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the US Guarantee Agreement and/or the Foreign Guarantee Agreement providing for such Incremental Facility Term Loan and the extensions of credit thereunder to be guaranteed thereby.
(b) On any Increased Amount Date on which any Incremental Facility Term Loan becomes effective, subject to the foregoing terms and conditions, each new lender with an additional loan or commitment under the Incremental Facility Term Loan (each, a “New Lender”) shall become a Lender hereunder with respect to such loan or commitment and each Lender with an Incremental Revolving Commitment shall have its Revolving Commitment adjusted accordinglycommitment.
(c) [Reserved].
(d) [Reserved].
(e) Each supplement to this Agreement effected in accordance with Section 2.20(a) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including to provide transition provisions to provide for any additional or increased Revolving Commitments to share ratably in the extensions of credit under the Revolving Commitments)2.20.
Appears in 1 contract
Samples: Term Loan Agreement (Domtar CORP)
Additional or Increased Commitments. (a) The Parent Any Borrower may, at any time and from time to time on or after the Closing Third Restatement Date, by written notice to the Administrative Agent, elect to (i) request one or more term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) or (ii) request additional or increased Tranche 1 Revolving Commitments and/or Tranche 2 Revolving Commitments hereunder (each such additional or increased commitment, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”)hereunder, in an aggregate amount not in excess of US$400,000,000. Any such Incremental Facility shall be in a minimum amount equal to US$10,000,000, or a whole multiple of US$1,000,000 in excess thereof$250,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Parent such Borrower proposes that Incremental Facility the additional or increased Revolving Commitments shall be effective, which shall be a date not less than ten three Business Days after the date on which such notice is delivered to Administrative Agent; provided, that any Revolving Lender offered or approached to provide all or a portion of any Incremental Facility increased Revolving Commitments may elect or decline, in its sole discretion, to provide the same. Such Incremental Facility additional or increased Revolving Commitments shall become effective as of such Increased Amount Date; provided, that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility additional or increased Revolving Commitments and to the making of any loans Revolving Loans in respect of any additional or increased Revolving Commitments pursuant thereto on such Increased Amount Datethereto; (2) any such additional or increased Revolving Commitments and the representations and warranties other than the representation and warranty contained in Section 4.5 made by each Borrower herein extensions of credit thereunder shall be true ratable with the existing Revolving Commitments and correct in all material respects, on and as extensions of such Increased Amount Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datecredit thereunder; (3) any Incremental Facility may be offered either on a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other lenders or entities reasonably acceptable to each of the Administrative Agent and the Parent Borrower; (4) the terms (other than the pricing) applicable to the Incremental additional or increased Revolving Commitments shall be the same as those applicable to the relevant existing Revolving Commitments; , provided that if the all-in yield (5whether in the form of interest rate margins, upfront fees or any Adjusted LIBO Rate or Alternate Base Rate floor, with any such upfront fees being equated to interest margin) the terms of any Incremental Term Loan shall, taken as a whole, be substantially identical, or less favorable, to the lenders making such Incremental Term Loan than the terms applicable to Loans hereundersuch additional or increased Revolving Commitments exceeds by more than 0.50% the corresponding all-in yield for the existing Revolving Commitments, except that (A) the maturity date of any Incremental Term Loan shall be no earlier than the Termination Date, (B) the interest rate margins and other economic terms, amortization schedule (not exceeding 1% per annum), prepayment terms, borrower and currency applicable margin with respect to any Incremental Term Loan the existing Revolving Commitments shall be determined increased by an amount equal to the Parent Borrower difference between the all-in yield with respect the additional and increased Revolving Commitments and the lenders thereunder and (C) corresponding all-in yield on the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants, amortization schedule or other provisions applicable only to periods after the Termination Dateexisting Revolving Commitments minus 0.50%; (64) any New Revolving Lender shall be subject to the approval of the Administrative Agent and the Parent BorrowerAgent, such approval not to be unreasonably withheld or delayedwithheld; (75) any New Lender providing an Incremental such additional or increased Revolving Commitment shall be subject to approval of the Administrative Agent, the Parent Borrower, each relevant Issuing Lender and each relevant Swingline Lender, such approval not to be unreasonably withheld or delayed; (8) such Incremental Facility Commitments shall be effected pursuant to one or more supplements to this Agreement executed and delivered by the Parent BorrowerBorrowers, the Administrative Agent and one or more New Revolving Lenders or existing Revolving Lenders; and (96) the Parent Borrower Borrowers shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the US Guarantee Agreement and/or the Foreign Guarantee Agreement Collateral Documents providing for such Incremental Facility additional or increased Commitments and the extensions of credit thereunder to be guaranteed secured thereby.
(b) On any Increased Amount Date on which any Incremental Facility becomes additional or increased Revolving Commitments become effective, subject to the foregoing terms and conditions, each new lender with an additional loan or commitment under the Incremental Facility Revolving Commitment (each, a “New Revolving Lender”) shall become a Revolving Lender hereunder with respect to such loan or commitment additional Revolving Commitment and each Revolving Lender with an Incremental increased Revolving Commitment shall have its Revolving Commitment adjusted accordingly.
(c) Each supplement to this Agreement effected in accordance with Section 2.20(a2.22(a) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect implement the provisions of this Section 2.20 2.22 (including to provide establish transition provisions to provide for any additional or increased Revolving Commitments to share ratably in the extensions of credit under the Revolving Commitments).
Appears in 1 contract
Samples: Credit Agreement (Office Depot Inc)
Additional or Increased Commitments. (a) The Parent Any Borrower may, at any time and from time to time on or after the Closing 90th day after the Restatement Date, by written notice to the Administrative Agent, elect to (i) request one or more term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) or (ii) request additional or increased Tranche 1 Revolving Commitments and/or Tranche 2 Revolving Commitments hereunder (each such additional or increased commitment, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”)hereunder, in an aggregate amount not in excess of US$400,000,000. Any such Incremental Facility shall be in a minimum amount equal to US$10,000,000, or a whole multiple of US$1,000,000 in excess thereof$250,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Parent such Borrower proposes that Incremental Facility the additional or increased Commitments shall be effective, which shall be a date not less than ten three Business Days after the date on which such notice is delivered to Administrative Agent; provided, that any Lender offered or approached to provide all or a portion of any Incremental Facility increased Commitments may elect or decline, in its sole discretion, to provide the same. Such Incremental Facility additional or increased Commitments shall become effective as of such Increased Amount Date; provided, that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility additional or increased Commitments and to the making of any loans Revolving Loans in respect of any additional or increased Commitments pursuant thereto on such Increased Amount Datethereto; (2) any such additional or increased Commitments and the representations and warranties other than the representation and warranty contained in Section 4.5 made by each Borrower herein extensions of credit thereunder shall be true ratable with the existing Commitments and correct in all material respects, on and as extensions of such Increased Amount Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datecredit thereunder; (3) any Incremental Facility may be offered either on a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other lenders or entities reasonably acceptable to each of the Administrative Agent and the Parent Borrower; (4) the terms (other than the pricing) applicable to the Incremental Revolving additional or increased Commitments shall be the same as those applicable to the relevant existing Revolving Commitments; , provided that if the all-in yield (5whether in the form of interest rate margins, upfront fees or any Adjusted LIBO Rate or Alternate Base Rate floor, with any such upfront fees being equated to interest margin) the terms of any Incremental Term Loan shall, taken as a whole, be substantially identical, or less favorable, to the lenders making such Incremental Term Loan than the terms applicable to Loans hereundersuch additional or increased Commitments exceeds by more than 0.50% the corresponding all-in yield for the existing Commitments, except that (A) the maturity date of any Incremental Term Loan shall be no earlier than the Termination Date, (B) the interest rate margins and other economic terms, amortization schedule (not exceeding 1% per annum), prepayment terms, borrower and currency applicable margin with respect to any Incremental Term Loan the existing Commitments shall be determined increased by an amount equal to the Parent Borrower difference between the all-in yield with respect the additional and increased Commitments and the lenders thereunder and (C) corresponding all-in yield on the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants, amortization schedule or other provisions applicable only to periods after the Termination Dateexisting Commitments minus 0.50%; (64) any New Lender shall be subject to the approval of the Administrative Agent and the Parent BorrowerAgent, such approval not to be unreasonably withheld or delayedwithheld; (75) any New Lender providing an Incremental Revolving Commitment shall be subject to approval of the Administrative Agent, the Parent Borrower, each relevant Issuing Lender and each relevant Swingline Lender, such approval not to be unreasonably withheld additional or delayed; (8) such Incremental Facility increased Commitments shall be effected pursuant to one or more supplements to this Agreement executed and delivered by the Parent BorrowerBorrowers, the Administrative Agent and one or more New Lenders or existing Lenders; and (96) the Parent Borrower Borrowers shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the US Guarantee Agreement and/or the Foreign Guarantee Agreement Collateral Documents providing for such Incremental Facility additional or increased Commitments and the extensions of credit thereunder to be guaranteed secured thereby.
(b) On any Increased Amount Date on which any Incremental Facility becomes additional or increased Commitments become effective, subject to the foregoing terms and conditions, each new lender with an additional loan or commitment under the Incremental Facility Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such loan or commitment additional Commitment and each Lender with an Incremental Revolving increased Commitment shall have its Revolving Commitment adjusted accordingly.
(c) Each supplement to this Agreement effected in accordance with Section 2.20(a2.22(a) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect implement the provisions of this Section 2.20 2.22 (including to provide establish transition provisions to provide for any additional or increased Revolving Commitments to share ratably in the extensions of credit under the Revolving Commitments).
Appears in 1 contract
Samples: Credit Agreement (Office Depot Inc)
Additional or Increased Commitments. (a) The Parent Any Borrower may, at any time and from time to time on or after the Closing Second Restatement Date, by written notice to the Administrative Agent, elect to (i) request one or more term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) or (ii) request additional or increased Tranche 1 Revolving Commitments and/or Tranche 2 Revolving Commitments hereunder (each such additional or increased commitment, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”)hereunder, in an aggregate amount not in excess of US$400,000,000. Any such Incremental Facility shall be in a minimum amount equal to US$10,000,000, or a whole multiple of US$1,000,000 in excess thereof$250,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Parent such Borrower proposes that Incremental Facility the additional or increased Commitments shall be effective, which shall be a date not less than ten three Business Days after the date on which such notice is delivered to Administrative Agent; provided, that any Lender offered or approached to provide all or a portion of any Incremental Facility increased Commitments may elect or decline, in its sole discretion, to provide the same. Such Incremental Facility additional or increased Commitments shall become effective as of such Increased Amount Date; provided, that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility additional or increased Commitments and to the making of any loans Revolving Loans in respect of any additional or increased Commitments pursuant thereto on such Increased Amount Datethereto; (2) any such additional or increased Commitments and the representations and warranties other than the representation and warranty contained in Section 4.5 made by each Borrower herein extensions of credit thereunder shall be true ratable with the existing Commitments and correct in all material respects, on and as extensions of such Increased Amount Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datecredit thereunder; (3) any Incremental Facility may be offered either on a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other lenders or entities reasonably acceptable to each of the Administrative Agent and the Parent Borrower; (4) the terms (other than the pricing) applicable to the Incremental Revolving additional or increased Commitments shall be the same as those applicable to the relevant existing Revolving Commitments; , provided that if the all-in yield (5whether in the form of interest rate margins, upfront fees or any Adjusted LIBO Rate or Alternate Base Rate floor, with any such upfront fees being equated to interest margin) the terms of any Incremental Term Loan shall, taken as a whole, be substantially identical, or less favorable, to the lenders making such Incremental Term Loan than the terms applicable to Loans hereundersuch additional or increased Commitments exceeds by more than 0.50% the corresponding all-in yield for the existing Commitments, except that (A) the maturity date of any Incremental Term Loan shall be no earlier than the Termination Date, (B) the interest rate margins and other economic terms, amortization schedule (not exceeding 1% per annum), prepayment terms, borrower and currency applicable margin with respect to any Incremental Term Loan the existing Commitments shall be determined increased by an amount equal to the Parent Borrower difference between the all-in yield with respect the additional and increased Commitments and the lenders thereunder and (C) corresponding all-in yield on the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants, amortization schedule or other provisions applicable only to periods after the Termination Dateexisting Commitments minus 0.50%; (64) any New Lender shall be subject to the approval of the Administrative Agent and the Parent BorrowerAgent, such approval not to be unreasonably withheld or delayedwithheld; (75) any New Lender providing an Incremental Revolving Commitment shall be subject to approval of the Administrative Agent, the Parent Borrower, each relevant Issuing Lender and each relevant Swingline Lender, such approval not to be unreasonably withheld additional or delayed; (8) such Incremental Facility increased Commitments shall be effected pursuant to one or more supplements to this Agreement executed and delivered by the Parent BorrowerBorrowers, the Administrative Agent and one or more New Lenders or existing Lenders; and (96) the Parent Borrower Borrowers shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the US Guarantee Agreement and/or the Foreign Guarantee Agreement Collateral Documents providing for such Incremental Facility additional or increased Commitments and the extensions of credit thereunder to be guaranteed secured thereby.
(b) On any Increased Amount Date on which any Incremental Facility becomes effective, subject to the foregoing terms and conditions, each new lender with an additional loan or commitment under the Incremental Facility (each, a “New Lender”) shall become a Lender hereunder with respect to such loan or commitment and each Lender with an Incremental Revolving Commitment shall have its Revolving Commitment adjusted accordingly.
(c) Each supplement to this Agreement effected in accordance with Section 2.20(a) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including to provide transition provisions to provide for any additional or increased Revolving Commitments to share ratably in the extensions of credit under the Revolving Commitments).
Appears in 1 contract
Samples: Credit Agreement (Office Depot Inc)
Additional or Increased Commitments. (a) The Parent Any Borrower may, at any time and from time to time on or after the Closing 90th day after the Restatement Third Amendment Effective Date, by written notice to the Administrative Agent, elect to (i) request one or more term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) or (ii) request additional or increased Tranche 1 Revolving Commitments and/or Tranche 2 Revolving Commitments hereunder (each such additional or increased commitment, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”)hereunder, in an aggregate amount not in excess of US$400,000,000. Any such Incremental Facility shall be in a minimum amount equal to US$10,000,000, or a whole multiple of US$1,000,000 in excess thereof$250,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Parent such Borrower proposes that Incremental Facility the additional or increased Commitments shall be effective, which shall be a date not less than ten three Business Days after the date on which such notice is delivered to Administrative Agent; provided, that any Lender offered or approached to provide all or a portion of any Incremental Facility increased Commitments may elect or decline, in its sole discretion, to provide the same. Such Incremental Facility additional or increased Commitments shall become effective as of such Increased Amount Date; provided, that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility additional or increased Commitments and to the making of any loans Revolving Loans in respect of any additional or increased Commitments pursuant thereto on such Increased Amount Datethereto; (2) any such additional or increased Commitments and the representations and warranties other than the representation and warranty contained in Section 4.5 made by each Borrower herein extensions of credit thereunder shall be true ratable with the existing Commitments and correct in all material respects, on and as extensions of such Increased Amount Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datecredit thereunder; (3) any Incremental Facility may be offered either on a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other lenders or entities reasonably acceptable to each of the Administrative Agent and the Parent Borrower; (4) the terms (other than the pricing) applicable to the Incremental Revolving additional or increased Commitments shall be the same as those applicable to the relevant existing Revolving Commitments; , provided that if the all-in yield (5whether in the form of interest rate margins, upfront fees or any Adjusted LIBO Rate or Alternate Base Rate floor, with any such upfront fees being equated to interest margin) the terms of any Incremental Term Loan shall, taken as a whole, be substantially identical, or less favorable, to the lenders making such Incremental Term Loan than the terms applicable to Loans hereundersuch additional or increased Commitments exceeds by more than 0.50% the corresponding all-in yield for the existing Commitments, except that (A) the maturity date of any Incremental Term Loan shall be no earlier than the Termination Date, (B) the interest rate margins and other economic terms, amortization schedule (not exceeding 1% per annum), prepayment terms, borrower and currency applicable margin with respect to any Incremental Term Loan the existing Commitments shall be determined increased by an amount equal to the Parent Borrower difference between the all-in yield with respect the additional and increased Commitments and the lenders thereunder and (C) corresponding all-in yield on the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants, amortization schedule or other provisions applicable only to periods after the Termination Dateexisting Commitments minus 0.50%; (64) any New Lender shall be subject to the approval of the Administrative Agent and the Parent BorrowerAgent, such approval not to be unreasonably withheld or delayedwithheld; (75) any New Lender providing an Incremental Revolving Commitment shall be subject to approval of the Administrative Agent, the Parent Borrower, each relevant Issuing Lender and each relevant Swingline Lender, such approval not to be unreasonably withheld additional or delayed; (8) such Incremental Facility increased Commitments shall be effected pursuant to one or more supplements to this Agreement executed and delivered by the Parent BorrowerBorrowers, the Administrative Agent and one or more New Lenders or existing Lenders; and (96) the Parent Borrower Borrowers shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the US Guarantee Agreement and/or the Foreign Guarantee Agreement Collateral Documents providing for such Incremental Facility additional or increased Commitments and the extensions of credit thereunder to be guaranteed secured thereby.
(b) On any Increased Amount Date on which any Incremental Facility becomes additional or increased Commitments become effective, subject to the foregoing terms and conditions, each new lender with an additional loan or commitment under the Incremental Facility Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such loan or commitment additional Commitment and each Lender with an Incremental Revolving increased Commitment shall have its Revolving Commitment adjusted accordingly.
(c) Each supplement to this Agreement effected in accordance with Section 2.20(a2.22(a) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect implement the provisions of this Section 2.20 2.22 (including to provide establish transition provisions to provide for any additional or increased Revolving Commitments to share ratably in the extensions of credit under the Revolving Commitments).
Appears in 1 contract
Samples: Credit Agreement (Office Depot Inc)
Additional or Increased Commitments. (a) The Parent Any Borrower may, at any time and from time to time on or after the Closing Third Amendment Effective Date, by written notice to the Administrative Agent, elect to (i) request one or more term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) or (ii) request additional or increased Tranche 1 Revolving Commitments and/or Tranche 2 Revolving Commitments hereunder (each such additional or increased commitment, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”)hereunder, in an aggregate amount not in excess of US$400,000,000. Any such Incremental Facility shall be in a minimum amount equal to US$10,000,000, or a whole multiple of US$1,000,000 in excess thereof$250,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Parent such Borrower proposes that Incremental Facility the additional or increased Commitments shall be effective, which shall be a date not less than ten three Business Days after the date on which such notice is delivered to Administrative Agent; provided, that any Lender offered or approached to provide all or a portion of any Incremental Facility increased Commitments may elect or decline, in its sole discretion, to provide the same. Such Incremental Facility additional or increased Commitments shall become effective as of such Increased Amount Date; provided, that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility additional or increased Commitments and to the making of any loans Revolving Loans in respect of any additional or increased Commitments pursuant thereto on such Increased Amount Datethereto; (2) any such additional or increased Commitments and the representations and warranties other than the representation and warranty contained in Section 4.5 made by each Borrower herein extensions of credit thereunder shall be true ratable with the existing Commitments and correct in all material respects, on and as extensions of such Increased Amount Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datecredit thereunder; (3) any Incremental Facility may be offered either on a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other lenders or entities reasonably acceptable to each of the Administrative Agent and the Parent Borrower; (4) the terms (other than the pricing) applicable to the Incremental Revolving additional or increased Commitments shall be the same as those applicable to the relevant existing Revolving Commitments (it being understood that the Maturity Date shall be the same as the Maturity Date for the Extended Commitments; ), provided that if the all-in yield (5whether in the form of interest rate margins, upfront fees or any Adjusted LIBO Rate or Alternate Base Rate floor, with any such upfront fees being equated to interest margin) the terms of any Incremental Term Loan shall, taken as a whole, be substantially identical, or less favorable, to the lenders making such Incremental Term Loan than the terms applicable to Loans hereundersuch additional or increased Commitments exceeds by more than 0.50% the corresponding all-in yield for the existing Commitments, except that (A) the maturity date of any Incremental Term Loan shall be no earlier than the Termination Date, (B) the interest rate margins and other economic terms, amortization schedule (not exceeding 1% per annum), prepayment terms, borrower and currency applicable margin with respect to any Incremental Term Loan the existing Commitments shall be determined increased by an amount equal to the Parent Borrower difference between the all-in yield with respect the additional and increased Commitments and the lenders thereunder and (C) corresponding all-in yield on the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants, amortization schedule or other provisions applicable only to periods after the Termination Dateexisting Commitments minus 0.50%; (64) any New Lender shall be subject to the approval of the Administrative Agent and the Parent BorrowerAgent, such approval not to be unreasonably withheld or delayedwithheld; (75) any New Lender providing an Incremental Revolving Commitment shall be subject to approval of the Administrative Agent, the Parent Borrower, each relevant Issuing Lender and each relevant Swingline Lender, such approval not to be unreasonably withheld additional or delayed; (8) such Incremental Facility increased Commitments shall be effected pursuant to one or more supplements to this Agreement executed and delivered by the Parent BorrowerBorrowers, the Administrative Agent and one or more New Lenders or existing Lenders; and (96) the Parent Borrower Borrowers shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the US Guarantee Agreement and/or the Foreign Guarantee Agreement Collateral Documents providing for such Incremental Facility additional or increased Commitments and the extensions of credit thereunder to be guaranteed secured thereby.
(b) On any Increased Amount Date on which any Incremental Facility becomes additional or increased Commitments become effective, subject to the foregoing terms and conditions, each new lender with an additional loan or commitment under the Incremental Facility Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such loan or commitment additional Commitment and each Lender with an Incremental Revolving increased Commitment shall have its Revolving Commitment adjusted accordingly.
(c) Each supplement to this Agreement effected in accordance with Section 2.20(a2.22(a) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect implement the provisions of this Section 2.20 2.22 (including to provide establish transition provisions to provide for any additional or increased Revolving Commitments to share ratably in the extensions of credit under the Revolving Commitments).
Appears in 1 contract
Samples: Credit Agreement (Office Depot Inc)
Additional or Increased Commitments. (a) The Parent Any Borrower may, at any time and from time to time on or after the Closing Fourth Restatement Date, by written notice to the Administrative Agent, elect to (i) request one or more term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) or (ii) request additional or increased Tranche 1 Revolving Commitments and/or Tranche 2 Revolving Commitments hereunder (each such additional or increased commitment, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”)hereunder, in an aggregate amount not in excess of US$400,000,000. Any such Incremental Facility shall be in a minimum amount equal to US$10,000,000, or a whole multiple of US$1,000,000 in excess thereof$250,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Parent such Borrower proposes that Incremental Facility the additional or increased Revolving Commitments shall be effective, which shall be a date not less than ten three Business Days after the date on which such notice is delivered to Administrative Agent; provided, that any Revolving Lender offered or approached to provide all or a portion of any Incremental Facility increased Revolving Commitments may elect or decline, in its sole discretion, to provide the same. Such Incremental Facility additional or increased Revolving Commitments shall become effective as of such Increased Amount Date; provided, that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility additional or increased Revolving Commitments and to the making of any loans Revolving Loans in respect of any additional or increased Revolving Commitments pursuant thereto on such Increased Amount Datethereto; (2) any such additional or increased Revolving Commitments and the representations and warranties other than the representation and warranty contained in Section 4.5 made by each Borrower herein extensions of credit thereunder shall be true ratable with the existing Revolving Commitments and correct in all material respects, on and as extensions of such Increased Amount Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datecredit thereunder; (3) any Incremental Facility may be offered either on a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other lenders or entities reasonably acceptable to each of the Administrative Agent and the Parent Borrower; (4) the terms (other than the pricing) applicable to the Incremental additional or increased Revolving Commitments shall be the same as those applicable to the relevant existing Revolving Commitments; , provided that if the all-in yield (5) whether in the terms form of interest rate margins, upfront fees or any Adjusted Term SOFR Rate, Alternate Base Rate floor or other floor in respect of any Incremental Term Loan shallBenchmark, taken as a whole, be substantially identical, or less favorable, with any such upfront fees being equated to the lenders making such Incremental Term Loan than the terms interest margin) applicable to Loans hereundersuch additional or increased Revolving Commitments exceeds by more than 0.50% the corresponding all-in yield for the existing Revolving Commitments, except that (A) the maturity date of any Incremental Term Loan shall be no earlier than the Termination Date, (B) the interest rate margins and other economic terms, amortization schedule (not exceeding 1% per annum), prepayment terms, borrower and currency applicable margin with respect to any Incremental Term Loan the existing Revolving Commitments shall be determined increased by an amount equal to the Parent Borrower difference between the all-in yield with respect the additional and increased Revolving Commitments and the lenders thereunder and (C) corresponding all-in yield on the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants, amortization schedule or other provisions applicable only to periods after the Termination Dateexisting Revolving Commitments minus 0.50%; (64) any New Revolving Lender shall be subject to the approval of the Administrative Agent and the Parent BorrowerAgent, such approval not to be unreasonably withheld or delayedwithheld; (75) any New Lender providing an Incremental such additional or increased Revolving Commitment shall be subject to approval of the Administrative Agent, the Parent Borrower, each relevant Issuing Lender and each relevant Swingline Lender, such approval not to be unreasonably withheld or delayed; (8) such Incremental Facility Commitments shall be effected pursuant to one or more supplements to this Agreement executed and delivered by the Parent BorrowerBorrowers, the Administrative Agent and one or more New Revolving Lenders or existing Revolving Lenders; and (96) the Parent Borrower Borrowers shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the US Guarantee Agreement and/or the Foreign Guarantee Agreement Collateral Documents providing for such Incremental Facility additional or increased Commitments and the extensions of credit thereunder to be guaranteed secured thereby.
(b) On any Increased Amount Date on which any Incremental Facility becomes additional or increased Revolving Commitments become effective, subject to the foregoing terms and conditions, each new lender with an additional loan or commitment under the Incremental Facility Revolving Commitment (each, a “New Revolving Lender”) shall become a Revolving Lender hereunder with respect to such loan or commitment additional Revolving Commitment and each Revolving Lender with an Incremental increased Revolving Commitment shall have its Revolving Commitment adjusted accordingly.
(c) Each supplement to this Agreement effected in accordance with Section 2.20(a2.22(a) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect implement the provisions of this Section 2.20 2.22 (including to provide establish transition provisions to provide for any additional or increased Revolving Commitments to share ratably in the extensions of credit under the Revolving Commitments).
Appears in 1 contract
Samples: Credit Agreement (ODP Corp)
Additional or Increased Commitments. (a) The Parent Any Borrower may, at any time and from time to time on or after the Closing Third Restatement Date, by written notice to the Administrative Agent, elect to (i) request one or more term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) or (ii) request additional or increased Tranche 1 Revolving Commitments and/or Tranche 2 Revolving Commitments hereunder (each such additional or increased commitment, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”)hereunder, in an aggregate amount not in excess of US$400,000,000. Any such Incremental Facility shall be in a minimum amount equal to US$10,000,000, or a whole multiple of US$1,000,000 in excess thereof$250,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Parent such Borrower proposes that Incremental Facility the additional or increased Revolving Commitments shall be effective, which shall be a date not less than ten three Business Days after the date on which such notice is delivered to Administrative Agent; provided, that any Revolving Lender offered or approached to provide all or a portion of any Incremental Facility increased Revolving Commitments may elect or decline, in its sole discretion, to provide the same. Such Incremental Facility additional or increased Revolving Commitments shall become effective as of such Increased Amount Date; provided, that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility additional or increased Revolving Commitments and to the making of any loans Revolving Loans in respect of any additional or increased Revolving Commitments pursuant thereto on such Increased Amount Datethereto; (2) any such additional or increased Revolving Commitments and the representations and warranties other than the representation and warranty contained in Section 4.5 made by each Borrower herein extensions of credit thereunder shall be true ratable with the existing Revolving Commitments and correct in all material respects, on and as extensions of such Increased Amount Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datecredit thereunder; (3) any Incremental Facility may be offered either on a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other lenders or entities reasonably acceptable to each of the Administrative Agent and the Parent Borrower; (4) the terms (other than the pricing) applicable to the Incremental additional or increased Revolving Commitments shall be the same as those applicable to the relevant existing Revolving Commitments; , provided that if the all-in yield (5) whether in the terms form of interest rate margins, upfront fees or any Adjusted LIBOTerm SOFR Rate or, Alternate Base Rate floor or other floor in respect of any Incremental Term Loan shallBenchmark, taken as a whole, be substantially identical, or less favorable, with any such upfront fees being equated to the lenders making such Incremental Term Loan than the terms interest margin) applicable to Loans hereundersuch additional or increased Revolving Commitments exceeds by more than 0.50% the corresponding all-in yield for the existing Revolving Commitments, except that (A) the maturity date of any Incremental Term Loan shall be no earlier than the Termination Date, (B) the interest rate margins and other economic terms, amortization schedule (not exceeding 1% per annum), prepayment terms, borrower and currency applicable margin with respect to any Incremental Term Loan the existing Revolving Commitments shall be determined increased by an amount equal to the Parent Borrower difference between the all-in yield with respect the additional and increased Revolving Commitments and the lenders thereunder and (C) corresponding all-in yield on the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants, amortization schedule or other provisions applicable only to periods after the Termination Dateexisting Revolving Commitments minus 0.50%; (64) any New Revolving Lender shall be subject to the approval of the Administrative Agent and the Parent BorrowerAgent, such approval not to be unreasonably withheld or delayedwithheld; (75) any New Lender providing an Incremental such additional or increased Revolving Commitment shall be subject to approval of the Administrative Agent, the Parent Borrower, each relevant Issuing Lender and each relevant Swingline Lender, such approval not to be unreasonably withheld or delayed; (8) such Incremental Facility Commitments shall be effected pursuant to one or more supplements to this Agreement executed and delivered by the Parent BorrowerBorrowers, the Administrative Agent and one or more New Revolving Lenders or existing Revolving Lenders; and (96) the Parent Borrower Borrowers shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the US Guarantee Agreement and/or the Foreign Guarantee Agreement Collateral Documents providing for such Incremental Facility additional or increased Commitments and the extensions of credit thereunder to be guaranteed secured thereby.
(b) On any Increased Amount Date on which any Incremental Facility becomes additional or increased Revolving Commitments become effective, subject to the foregoing terms and conditions, each new lender with an additional loan or commitment under the Incremental Facility Revolving Commitment (each, a “New Revolving Lender”) shall become a Revolving Lender hereunder with respect to such loan or commitment additional Revolving Commitment and each Revolving Lender with an Incremental increased Revolving Commitment shall have its Revolving Commitment adjusted accordingly.
(c) Each supplement to this Agreement effected in accordance with Section 2.20(a2.22(a) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect implement the provisions of this Section 2.20 2.22 (including to provide establish transition provisions to provide for any additional or increased Revolving Commitments to share ratably in the extensions of credit under the Revolving Commitments).
Appears in 1 contract
Samples: Second Amendment (ODP Corp)