AMOUNT AND TERMS OF COMMITMENTS; LETTERS OF CREDIT. SECTION 2.1. A Revolving Loans and Letters of Credit; Revolving Loan Commitment Amounts. (a) Subject to the terms and conditions hereof, each Lender severally agrees to (i) make loans denominated in US Dollars on a revolving credit basis through its Applicable Lending Office to the Borrower from time to time during the Availability Period (each a "Revolving Loan" and, collectively, the "Revolving Loans") in accordance with the provisions of this Agreement, and (ii) participate through its Applicable Lending Office in letters of credit issued for the account of the Borrower pursuant to Section 2.2 from time to time during the Availability Period (each a "Letter of Credit" and, collectively, the "Letters of Credit"); provided, however, that, after giving effect thereto, (A) the Aggregate Credit Exposure shall not exceed the lesser of (x) the Borrowing Base then in effect and (y) the Aggregate Revolving Loan Commitment at such time, and (B) the sum of (1) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (2) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed US$100,000,000 at such time. (b) Subject to the terms and conditions hereof, the Borrower may borrow, have Letters of Credit issued for its account, prepay Revolving Loans, reborrow Revolving Loans and have additional Letters of Credit issued for its account. The Revolving Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in US Dollars on the Revolving Loan Commitment Expiration Date. The principal amount of each (A) Revolving Loan of a Lender and (B) participation of a Lender in a Letter of Credit, Swing Line Loan, Alternate Currency Loan, Overadvance or Protective Advance shall be in an amount equal to the product of (i) such Lender's Revolving Loan Commitment Percentage (expressed as a fraction) and (ii) the total amount of the Revolving Loan, the Swing Line Loan, the Letter of Credit or the Alternate Currency Loan, as applicable, requested by the Borrower in each instance. Subject to Section 2.19, in no event shall any Lender be obligated to make a requested Revolving Loan or participate in a requested Letter of Credit, Swing Line Loan, Alternate Currency Loan, Overadvance or Protective Advance if after giving effect to such Revolving Loan or such participation, such Lender's Credit Exposure is in excess of such Lender's available Revolving Loan Commitment. (i) The Borrower and any one or more Lenders (including New Lenders) may from time to time after the Closing Date agree that such Lender or Lenders shall establish a new Revolving Loan Commitment or Revolving Loan Commitments or increase the amount of its or their Revolving Loan Commitment or Revolving Loan Commitments by executing and delivering to the Agent, in the case of each New Lender, a New Lender Supplement meeting the requirements of Section 2.1.A(b)(ii) or, in the case of each Lender which is not a New Lender, a Loan Commitment Increase Supplement meeting the requirements of Section 2.1.A(b)(iii). Notwithstanding the foregoing, (x) without the consent of all Lenders, the aggregate amount of incremental Revolving Loan Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed US$100,000,000, and (y) unless otherwise agreed to by the Agent, each increase in the aggregate Revolving Loan Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of at least US$12,500,000 and (z) unless otherwise agreed by the Agent, increases in Revolving Loan Commitments may be effected on no more than two occasions pursuant to this paragraph. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. Upon the occurrence and continuance of an Event of Default, the amount of the Revolving Loan Commitments may not be increased. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Agent (which consents shall not be unreasonably withheld), elects to become a "Lender" under this Agreement in connection with any transaction described in Section 2.1.A(b)(i) shall execute a New Lender Supplement (each, a "New Lender Supplement"), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a "New Lender") shall become a Lender, with a Revolving Loan Commitment in the amount set forth therein that is effective on the date specified therein, for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (iii) Any Lender, which, with the consent of the Borrower and the Agent, elects to increase its Loan Commitment under this Agreement shall execute and deliver to the Borrower and the Agent a Loan Commitment Increase Supplement specifying (i) the amount of each Revolving Loan Commitment increase, (ii) the amount of such Lender's total Revolving Loan Commitment after giving effect to such Revolving Loan Commitment increase, and (iii) the date upon which such Revolving Loan Commitment increase shall become effective. (iv) Notwithstanding anything to the contrary in this Agreement (including Section 2.10), unless otherwise agreed by the Agent in connection with other procedures approved by the Agent to implement such increase, on each date upon which the Revolving Loan Commitments shall be increased pursuant to this Section, the Borrower shall prepay all then outstanding Loans, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts necessary to compensate the Lenders for any loss, cost or expense attributable to such prepayment, in accordance with Section 2.14 hereof, and, to the extent it determines to do so, reborrow Loans from all the Lenders (after giving effect to the new and/or increased Loan Commitments becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrower and the respective Lenders. (c) Subject to Sections 2.9 and 2.11, the Revolving Loans may from time to time be (i) LIBOR Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with either Section 2.1.A(e) or 2.5 hereof. Each Lender may make or maintain its Revolving Loans or participate in Letters of Credit, Protective Advance, Overadvance or Alternate Currency Loans to or for the account of the Borrower by or through any Applicable Lending Office. (d) The Revolving Loans made by each Lender to the Borrower may, at the request of each Lender, be evidenced by a Revolving Note, with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Lender and representing the obligation of the Borrower to pay the aggregate unpaid principal amount of all Loans made by such Lender, the Agent (with respect to Overadvances and Protective Advances), the Swing Line Lender (with respect to Swing Line Loans) or the Alternate Currency Fronting Lender (with respect to Alternate Currency Loans) to the Borrower pursuant to Section 2.1.A(a) or Section 2.1.C(a), as applicable, with interest thereon as prescribed in Sections 2.7 and 2.
Appears in 1 contract
Samples: Credit Agreement (Quiksilver Inc)
AMOUNT AND TERMS OF COMMITMENTS; LETTERS OF CREDIT. SECTION 2.1. A 2.1 Revolving Loans and Letters of CreditCredit Commitments; Revolving Loan Commitment AmountsSwing Line Commitment.
(a) Subject to the terms and conditions hereof, each Lender severally agrees to (i) make loans denominated in US Dollars on a revolving credit basis through its Applicable Lending Office loans (“Revolving Credit Loans”) to the Borrower from time to time during the Availability Revolving Credit Commitment Period (each a "in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Loan" andCredit Percentage of the L/C Obligations and Swing Line Loans then outstanding, collectivelydoes not exceed the amount of such Lender’s Revolving Credit Commitment. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the "Revolving Loans") Credit Loans in whole or in part, and reborrowing, all in accordance with the provisions of this Agreement, terms and (ii) participate through its Applicable Lending Office in letters of credit issued for the account of the Borrower pursuant to Section 2.2 conditions hereof. The Revolving Credit Loans may from time to time during be Eurodollar Loans or Base Rate Loans, as determined by the Availability Period (each Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7, provided that no Revolving Credit Loan shall be made as a "Letter of Credit" and, collectively, Eurodollar Loan after the "Letters of Credit"); provided, however, that, after giving effect thereto, (A) day that is one month prior to the Aggregate Revolving Credit Exposure shall not exceed the lesser of (x) the Borrowing Base then in effect and (y) the Aggregate Revolving Loan Commitment at such time, and (B) the sum of (1) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (2) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed US$100,000,000 at such timeTermination Date.
(b) Subject to the terms and conditions hereof, the Swing Line Lender agrees to make available a portion of the credit otherwise available to the Borrower may borrow, have Letters of Credit issued for its account, prepay Revolving Loans, reborrow Revolving Loans and have additional Letters of Credit issued for its account. The Revolving Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in US Dollars on under the Revolving Loan Credit Commitments from time to time during the Revolving Credit Commitment Expiration Date. The Period by making swing line loans (“Swing Line Loans”) to the Borrower; provided that (i) the aggregate principal amount of each (A) Revolving Loan of a Lender and (B) participation of a Lender in a Letter of Credit, Swing Line LoanLoans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, Alternate Currency Loanwhen aggregated with the Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, Overadvance or Protective Advance shall be may exceed the Swing Line Commitment then in an amount equal to the product of (i) such Lender's Revolving Loan Commitment Percentage (expressed as a fractioneffect) and (ii) the total amount Borrower shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of the Revolving Loan, the such Swing Line Loan, the Letter of Credit or the Alternate Currency Loan, as applicable, requested by the Borrower in each instance. Subject to Section 2.19, in no event shall any Lender be obligated to make a requested Revolving Loan or participate in a requested Letter of Credit, Swing Line Loan, Alternate Currency Loan, Overadvance or Protective Advance if after giving effect to such Revolving Loan or such participation, such Lender's Credit Exposure is in excess of such Lender's available Revolving Loan Commitment.
(i) The Borrower and any one or more Lenders (including New Lenders) may from time to time after the Closing Date agree that such Lender or Lenders shall establish a new Revolving Loan Commitment or Revolving Loan Commitments or increase the amount of its or their Revolving Loan Commitment or Revolving Loan Commitments by executing and delivering to the Agent, in the case of each New Lender, a New Lender Supplement meeting the requirements of Section 2.1.A(b)(ii) or, in the case of each Lender which is not a New Lender, a Loan Commitment Increase Supplement meeting the requirements of Section 2.1.A(b)(iii). Notwithstanding the foregoing, (x) without the consent of all Lenders, the aggregate amount of incremental the Available Revolving Loan Credit Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed US$100,000,000, and (y) unless otherwise agreed to by the Agent, each increase in the aggregate Revolving Loan Commitments effected pursuant to this paragraph shall would be in a minimum aggregate amount of at least US$12,500,000 and (z) unless otherwise agreed by the Agent, increases in Revolving Loan Commitments may be effected on no more less than two occasions pursuant to this paragraphzero. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. Upon the occurrence and continuance of an Event of Default, the amount of During the Revolving Loan Commitments may not be increased.
(ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Agent (which consents shall not be unreasonably withheld), elects to become a "Lender" under this Agreement in connection with any transaction described in Section 2.1.A(b)(i) shall execute a New Lender Supplement (each, a "New Lender Supplement"), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a "New Lender") shall become a Lender, with a Revolving Loan Credit Commitment in the amount set forth therein that is effective on the date specified therein, for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(iii) Any Lender, which, with the consent of the Borrower and the Agent, elects to increase its Loan Commitment under this Agreement shall execute and deliver to the Borrower and the Agent a Loan Commitment Increase Supplement specifying (i) the amount of each Revolving Loan Commitment increase, (ii) the amount of such Lender's total Revolving Loan Commitment after giving effect to such Revolving Loan Commitment increase, and (iii) the date upon which such Revolving Loan Commitment increase shall become effective.
(iv) Notwithstanding anything to the contrary in this Agreement (including Section 2.10), unless otherwise agreed by the Agent in connection with other procedures approved by the Agent to implement such increase, on each date upon which the Revolving Loan Commitments shall be increased pursuant to this SectionPeriod, the Borrower shall prepay may use the Swing Line Commitment by borrowing, repaying and reborrowing, all then outstanding Loans, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts necessary to compensate the Lenders for any loss, cost or expense attributable to such prepayment, in accordance with Section 2.14 the terms and conditions hereof, and, to the extent it determines to do so, reborrow . Swing Line Loans from all the Lenders (after giving effect to the new and/or increased Loan Commitments becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrower and the respective LendersBase Rate Loans only.
(c) Subject to Sections 2.9 and 2.11, The Borrower shall repay all outstanding Loans on the Revolving Loans may from time to time be (i) LIBOR Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with either Section 2.1.A(e) or 2.5 hereof. Each Lender may make or maintain its Revolving Loans or participate in Letters of Credit, Protective Advance, Overadvance or Alternate Currency Loans to or for the account of the Borrower by or through any Applicable Lending OfficeCredit Termination Date.
(d) The Revolving Loans made by each Lender to the Borrower may, at the request of each Lender, be evidenced by a Revolving Note, with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Lender and representing the obligation of the Borrower to pay the aggregate unpaid principal amount of all Loans made by such Lender, the Agent (with respect to Overadvances and Protective Advances), the Swing Line Lender (with respect to Swing Line Loans) or the Alternate Currency Fronting Lender (with respect to Alternate Currency Loans) to the Borrower pursuant to Section 2.1.A(a) or Section 2.1.C(a), as applicable, with interest thereon as prescribed in Sections 2.7 and 2.
Appears in 1 contract
AMOUNT AND TERMS OF COMMITMENTS; LETTERS OF CREDIT. SECTION 2.1. A Revolving Loans and Letters of Credit; Revolving Loan Commitment Amounts.
(a) Subject to the terms and conditions hereof, each US Lender severally agrees to (i) make loans denominated in US Dollars to the US Borrower on a revolving credit basis through its Applicable Lending Office to the Borrower from time to time during the Availability Period (each a "Revolving Loan" and, collectively, the "US Revolving Loans") in accordance with the provisions of this Agreement, and (ii) participate through its Applicable Lending Office in letters of credit issued for the account of the US Borrower pursuant to Section 2.2 2.5 from time to time during the Availability Period (each a "Letter such letter of credit, together with the Existing Letters of Credit" and, collectively, the "Letters of Credit"); provided, however, that, after giving effect thereto, (A) the Aggregate US Borrower Credit Exposure shall not exceed the lesser of (x) the US Borrowing Base then in effect and effect, (yB) the Aggregate US Credit Exposure shall not exceed the Aggregate US Revolving Loan Commitment at such time, (C) the Aggregate Credit Exposure shall not exceed the sum of the US Borrowing Base and the Canadian Borrowing Base then in effect, (D) the Aggregate Credit Exposure shall not exceed the sum of the Aggregate US Revolving Loan Commitment and the Aggregate Canadian Revolving Loan Commitment at such time, and (BE) the sum of (1) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (2) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed US$100,000,000 at such time. Not later than 12:00 Noon, New York City time on the Effective Date, the US Lenders shall make US Revolving Loans available to the US Administrative Agent, at an account designated in writing by the US Administrative Agent to the US Lenders, an amount in immediately available funds equal to the aggregate outstanding principal amount of Existing Loans outstanding on the Effective Date, plus all accrued interest, unused commitment fees and other amounts owing in respect thereof; provided, however, that, at the option of any US Lender that is a lender under the Existing Credit Agreement immediately prior to the satisfaction of the conditions in Section 4.1, all or a portion of the aggregate amount of the Existing Loans of such US Lender may be deemed to satisfy the foregoing funding requirement by notice to the US Administrative Agent to such effect given prior to the Effective Date. Subject to the immediately preceding sentence, the US Administrative Agent shall use the amounts made available to the US Administrative Agent by the US Lenders to repay the principal amounts outstanding under the Existing Credit Agreement (together with any accrued interest and fees payable with respect thereto).
(b) Subject to the terms and conditions hereof (including, without limitation, the occurrence of the Canadian Trigger Date), each Canadian Lender severally agrees to make (i) loans denominated in Canadian Dollars to the Canadian Borrower on a revolving credit basis through its Applicable Lending Office from time to time during the Availability Period (the "C$ Canadian Revolving Loans") in accordance with the provisions of this Agreement and (ii) loans denominated in US Dollars to the Canadian Borrower or the US Borrower on a revolving credit basis through its Applicable Lending Office from time to time during the Availability Period (the "US$ Canadian Revolving Loans"; and, together with the C$ Canadian Revolving Loans, the "Canadian Revolving Loans") in accordance with the provisions of this Agreement; provided, however, that, after giving effect thereto, (A) the Aggregate Canadian Borrower Credit Exposure shall not exceed the Canadian Borrowing Base then in effect, (B) the Aggregate Canadian Credit Exposure shall not exceed the Aggregate Canadian Revolving Loan Commitment at such time, (C) the Aggregate US Borrower Credit Exposure shall not exceed the US Borrowing Base then in effect, (D) the Aggregate Credit Exposure shall not exceed the sum of the US Borrowing Base and the Canadian Borrowing Base then in effect and (E) the Aggregate Credit Exposure shall not exceed the sum of the Aggregate US Revolving Loan Commitment and the Aggregate Canadian Revolving Loan Commitment at such time. Canadian Revolving Loans made to the US Borrower by any Canadian Lender shall be funded by such Canadian Lender's Counterpart Lender.
(c) Subject to the terms and conditions hereof, the each Borrower may borrow, have Letters of Credit issued for its accountprepay Revolving Loans made to it, prepay reborrow Revolving Loans, reborrow Revolving Loans and the US Borrower may have additional Letters of Credit issued for its account. The Revolving Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in US Dollars or Canadian Dollars, as the case may be, on the Revolving Loan Commitment Expiration Date. The principal amount of each (A) US Revolving Loan of a US Lender shall be in an amount equal to the product of (i) such Lender's US Revolving Loan Commitment Percentage (expressed as a fraction) and (Bii) the total amount of the US Revolving Loans requested by the US Borrower in each instance. The principal amount of each Canadian Revolving Loan of a Canadian Lender shall be in an amount equal to the product of (i) such Lender's Canadian Revolving Loan Commitment Percentage (expressed as a fraction) and (ii) the total amount of the Canadian Revolving Loans requested by the US Borrower or the Canadian Borrower in each instance. The principal amount of each participation of a US Lender or Canadian Lender (with respect to Canadian Protective Advances and Canadian Overadvances made by the Canadian Administrative Agent) in a Letter of Credit, Swing Line Loan, Alternate Currency Loan, Overadvance or Protective Advance shall be in an amount equal to the product of (i) such Lender's US Revolving Loan Commitment Percentage or Canadian Revolving Loan Commitment Percentage, as applicable (expressed as a fraction) and (ii) the total amount of the Revolving Loan, the Swing Line Loan, the Letter of Credit Credit, the Protective Advance, the Overadvance or the Alternate Currency Loan, as applicable, requested by the applicable Borrower in each instance. Subject to Section 2.192.22, in no event shall any Lender be obligated to make a requested Revolving Loan or participate in a requested Letter of Credit, Swing Line Loan, Alternate Currency Loan, Overadvance or Protective Advance if after giving effect to such Revolving Loan or such participation, such Lender's US Credit Exposure or Canadian Credit Exposure, as the case may be, is in excess of such Lender's available US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as the case may be.
(i) The Each Borrower and any one or more Lenders (including New Lenders) may from time to time after the Closing Effective Date agree that such Lender or Lenders shall establish a new US Revolving Loan Commitment or or, after the Canadian Trigger Date, Canadian Revolving Loan Commitments Commitment, as the case may be, or increase the amount of its or their US Revolving Loan Commitment or Canadian Revolving Loan Commitments Commitments, as the case may be, by executing and delivering to the applicable Administrative Agent, in the case of each New Lender, a New Lender Supplement meeting the requirements of Section 2.1.A(b)(ii2.1(c)(ii) or, in the case of each Lender which is not a New Lender, a Loan Commitment Increase Supplement meeting the requirements of Section 2.1.A(b)(iii2.1(c)(iii). Notwithstanding the foregoing, (xw) without the consent of all Lenders, the aggregate amount of incremental US Revolving Loan Commitments established or increased after the Closing Effective Date pursuant to this paragraph shall not exceed US$100,000,000, (x) the aggregate amount of incremental Canadian Revolving Loan Commitments established or increased after the Canadian Trigger Date pursuant to this paragraph shall not increase the Aggregate Canadian Revolving Loan Commitment above US$35,000,000, and (y) unless otherwise agreed to by the applicable Administrative Agent, each increase in the aggregate Aggregate US Revolving Loan Commitments Commitment or the Aggregate Canadian Revolving Loan Commitment, as the case may be, effected pursuant to this paragraph shall be in a minimum aggregate amount of at least US$12,500,000 12,500,000, in the case of increases to the Aggregate US Revolving Loan Commitment or US$5,0000,000, in the case of increases to the Aggregate Canadian Revolving Loan Commitment, and (z) unless otherwise agreed by the applicable Administrative Agent, increases in US Revolving Loan Commitments and Canadian Revolving Loan Commitments may be effected on no more than two occasions pursuant to this paragraph; provided, that, notwithstanding anything herein to the contrary, in no event shall the sum of the Aggregate US Revolving Loan Commitment and the Aggregate Canadian Revolving Loan Commitment be permitted to exceed US$350,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. Upon the occurrence and continuance of an Event of Default, the amount of the US Revolving Loan Commitments and the amount of the Canadian Revolving Loan Commitments may not be increased.
(ii) Any additional bank, financial institution or other entity which, with the consent of the US Borrower and the applicable Administrative Agent (which consents shall not be unreasonably withheld), elects to become a "Lender" under this Agreement in connection with any transaction described in Section 2.1.A(b)(i2.1(c)(i) shall execute a New Lender Supplement (each, a "New Lender Supplement"), - substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other - entity (a "New Lender") shall become a Lender, with a US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as the case may be, in the amount set forth therein that is effective on the date specified therein, for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(iii) Any Lender, which, with the consent of the US Borrower and the applicable Administrative Agent, elects to increase its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as the case may be, under this Agreement shall execute and deliver to the US Borrower and the applicable Administrative Agent a Loan Commitment Increase Supplement specifying (i) the amount of each increase in US Revolving Loan Commitment increaseCommitments and/or Canadian Revolving Loan Commitments, (ii) the amount of such Lender's total US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as the case may be, after giving effect to such Revolving Loan Commitment increase, and (iii) the date upon which such US Revolving Loan Commitment increase or Canadian Revolving Loan Commitment increase, as the case may be, shall become effective.
(iv) Notwithstanding anything to the contrary in this Agreement (including Section 2.102.13), unless otherwise agreed by the applicable Administrative Agent in connection with other procedures approved by the such Administrative Agent to implement such increase, on each date upon which the US Revolving Loan Commitments or Canadian Revolving Loan Commitments, as the case may be, shall be increased pursuant to this Section, the applicable Borrower shall prepay all then outstanding Loans, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts necessary to compensate the Lenders for any loss, cost or expense attributable to such prepayment, in accordance with Section 2.14 2.17 hereof, and, to the extent it determines to do so, reborrow Loans from all the Lenders (after giving effect to the new and/or increased US Revolving Loan Commitments or Canadian Revolving Loan Commitments, as the case may be, becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the applicable Borrower and the respective Lenders.
(cd) Subject to Sections 2.9 2.12 and 2.112.14, the Revolving Loans may from time to time be (a) for US Revolving Loans, (i) LIBOR Loans, (ii) ABR Loans or (iii) a combination thereof, (b) for C$ Canadian Revolving Loans, Canadian Prime Rate Loans or (c) for US$ Canadian Revolving Loans, (i) LIBOR Loans, (ii) Canadian ABR Loans (in the case of the Canadian Borrower), (iii) ABR Loans (in the case of the US Borrower) or (iv) a combination thereof, as determined by the applicable Borrower and notified to the applicable Administrative Agent in accordance with either this Section 2.1.A(e) 2.1 or 2.5 2.8 hereof. Each Lender may make or maintain its applicable Revolving Loans or for the account of the relevant Borrower and each Lender may participate in Letters of Credit, Protective Advance, Overadvance or Alternate Currency Loans to or for the account of the applicable Borrower by or through any Applicable Lending Office.
(de) The US Revolving Loans made by each US Lender to the US Borrower may, at the request of each US Lender, be evidenced by a US Revolving Note, with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Lender and representing the obligation of the US Borrower to pay the aggregate unpaid principal amount of all US Revolving Loans made by such US Lender, the US Administrative Agent (with respect to Overadvances US Protective Advances and US Overadvances), the Canadian Administrative Agent (with respect to Canadian Protective AdvancesAdvances and Canadian Overadvances), the Swing Line Lender (with respect to Swing Line Loans) or the applicable Alternate Currency Fronting Lender (with respect to Alternate Currency Loans) to the US Borrower pursuant to Section 2.1.A(a) or Section 2.1.C(a2.3(a), as applicable, in each case with interest thereon as prescribed in Sections 2.7 2.10 and 2.
Appears in 1 contract
Samples: Credit Agreement (Quiksilver Inc)
AMOUNT AND TERMS OF COMMITMENTS; LETTERS OF CREDIT. SECTION 2.1. A 2.1 Revolving Loans and Letters of CreditCredit Commitments; Revolving Loan Commitment AmountsSwing Line Commitment.
(a) Subject to the terms and conditions hereof, each Lender severally agrees to (i) make loans denominated in US Dollars on a revolving credit basis through its Applicable Lending Office loans ("Revolving Credit Loans") to the Borrower from time to time during the Availability Revolving Credit Commitment Period (each a "in an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Loan" andCredit Percentage of the L/C Obligations and Swing Line Loans then outstanding, collectivelydoes not exceed the amount of such Lender's Revolving Credit Commitment. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the "Revolving Loans") Credit Loans in whole or in part, and reborrowing, all in accordance with the provisions of this Agreement, terms and (ii) participate through its Applicable Lending Office in letters of credit issued for the account of the Borrower pursuant to Section 2.2 conditions hereof. The Revolving Credit Loans may from time to time during be Eurodollar Loans or Base Rate Loans, as determined by the Availability Period (each Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.8, provided that no Revolving Credit Loan shall be made as a "Letter of Credit" and, collectively, Eurodollar Loan after the "Letters of Credit"); provided, however, that, after giving effect thereto, (A) day that is one month prior to the Aggregate Revolving Credit Exposure shall not exceed the lesser of (x) the Borrowing Base then in effect and (y) the Aggregate Revolving Loan Commitment at such time, and (B) the sum of (1) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (2) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed US$100,000,000 at such timeTermination Date.
(b) Subject to the terms and conditions hereof, the Swing Line Lender agrees to make available a portion of the credit otherwise available to the Borrower may borrow, have Letters of Credit issued for its account, prepay Revolving Loans, reborrow Revolving Loans and have additional Letters of Credit issued for its account. The Revolving Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in US Dollars on under the Revolving Loan Credit Commitments from time to time during the Revolving Credit Commitment Expiration Date. The Period by making swing line loans ("Swing Line Loans") to the Borrower; provided that (i) the aggregate principal amount of each (A) Revolving Loan of a Lender and (B) participation of a Lender in a Letter of Credit, Swing Line LoanLoans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, Alternate Currency Loan, Overadvance or Protective Advance shall be in an amount equal to when aggregated with the product of (i) such Swing Line Lender's other outstanding Revolving Loan Credit Loans hereunder, may exceed the Swing Line Commitment Percentage (expressed as a fractionthen in effect) and (ii) the total amount Borrower shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of the Revolving Loan, the such Swing Line Loan, the Letter of Credit or the Alternate Currency Loan, as applicable, requested by the Borrower in each instance. Subject to Section 2.19, in no event shall any Lender be obligated to make a requested Revolving Loan or participate in a requested Letter of Credit, Swing Line Loan, Alternate Currency Loan, Overadvance or Protective Advance if after giving effect to such Revolving Loan or such participation, such Lender's Credit Exposure is in excess of such Lender's available Revolving Loan Commitment.
(i) The Borrower and any one or more Lenders (including New Lenders) may from time to time after the Closing Date agree that such Lender or Lenders shall establish a new Revolving Loan Commitment or Revolving Loan Commitments or increase the amount of its or their Revolving Loan Commitment or Revolving Loan Commitments by executing and delivering to the Agent, in the case of each New Lender, a New Lender Supplement meeting the requirements of Section 2.1.A(b)(ii) or, in the case of each Lender which is not a New Lender, a Loan Commitment Increase Supplement meeting the requirements of Section 2.1.A(b)(iii). Notwithstanding the foregoing, (x) without the consent of all Lenders, the aggregate amount of incremental the Available Revolving Loan Credit Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed US$100,000,000, and (y) unless otherwise agreed to by the Agent, each increase in the aggregate Revolving Loan Commitments effected pursuant to this paragraph shall would be in a minimum aggregate amount of at least US$12,500,000 and (z) unless otherwise agreed by the Agent, increases in Revolving Loan Commitments may be effected on no more less than two occasions pursuant to this paragraphzero. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. Upon the occurrence and continuance of an Event of Default, the amount of During the Revolving Loan Commitments may not be increased.
(ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Agent (which consents shall not be unreasonably withheld), elects to become a "Lender" under this Agreement in connection with any transaction described in Section 2.1.A(b)(i) shall execute a New Lender Supplement (each, a "New Lender Supplement"), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a "New Lender") shall become a Lender, with a Revolving Loan Credit Commitment in the amount set forth therein that is effective on the date specified therein, for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(iii) Any Lender, which, with the consent of the Borrower and the Agent, elects to increase its Loan Commitment under this Agreement shall execute and deliver to the Borrower and the Agent a Loan Commitment Increase Supplement specifying (i) the amount of each Revolving Loan Commitment increase, (ii) the amount of such Lender's total Revolving Loan Commitment after giving effect to such Revolving Loan Commitment increase, and (iii) the date upon which such Revolving Loan Commitment increase shall become effective.
(iv) Notwithstanding anything to the contrary in this Agreement (including Section 2.10), unless otherwise agreed by the Agent in connection with other procedures approved by the Agent to implement such increase, on each date upon which the Revolving Loan Commitments shall be increased pursuant to this SectionPeriod, the Borrower shall prepay may use the Swing Line Commitment by borrowing, repaying and reborrowing, all then outstanding Loans, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts necessary to compensate the Lenders for any loss, cost or expense attributable to such prepayment, in accordance with Section 2.14 the terms and conditions hereof, and, to the extent it determines to do so, reborrow . Swing Line Loans from all the Lenders (after giving effect to the new and/or increased Loan Commitments becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrower and the respective LendersBase Rate Loans only.
(c) Subject to Sections 2.9 and 2.11, The Borrower shall repay all outstanding Loans on the Revolving Loans may from time to time be (i) LIBOR Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with either Section 2.1.A(e) or 2.5 hereof. Each Lender may make or maintain its Revolving Loans or participate in Letters of Credit, Protective Advance, Overadvance or Alternate Currency Loans to or for the account of the Borrower by or through any Applicable Lending OfficeCredit Termination Date.
(d) The Revolving Loans made by each Lender to the Borrower may, at the request of each Lender, be evidenced by a Revolving Note, with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Lender and representing the obligation of the Borrower to pay the aggregate unpaid principal amount of all Loans made by such Lender, the Agent (with respect to Overadvances and Protective Advances), the Swing Line Lender (with respect to Swing Line Loans) or the Alternate Currency Fronting Lender (with respect to Alternate Currency Loans) to the Borrower pursuant to Section 2.1.A(a) or Section 2.1.C(a), as applicable, with interest thereon as prescribed in Sections 2.7 and 2.
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