Common use of Amounts and Terms of the Commitments Clause in Contracts

Amounts and Terms of the Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment on the Original Closing Date made an Initial Term Loan on the Original Closing Date in the aggregate principal amount of its Initial Term Loan Commitment on the Original Closing Date; provided that such Initial Term Loans (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000, (B) are denominated in Dollars, and (C) except as hereinafter provided, shall, at the option of the Borrower, be maintained as, and/or converted into Base Rate Loans or LIBOR Loans. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) the aggregate principal amount of its Initial Term Loan Commitment on the Restatement Effective Date less (ii) the amount of Initial Term Loans of such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be of the same Type and will have the same Interest Period as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date and (D) bear interest, until the last day of such initial Interest Period, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubt, all Initial Term Loans shall be treated as a single Class for all purposes, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Date. (b) [Reserved]. (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Commitment severally agrees to make a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower, at any time and from time to time on or after the Original Closing Date until the earlier of the applicable Latest Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. (d) After the Restatement Effective Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (other than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.

Appears in 2 contracts

Samples: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.), Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)

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Amounts and Terms of the Commitments. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date to the Termination Date, so long as (a) with respect to any Lender, such Revolving Credit Loans then requested to be made by such Lender with an Initial Term Loan Commitment on do not exceed such Lender’s Pro Rata Share of the Original Closing Date made an Initial Term Loan on aggregate amount of all Loans then requested from the Original Closing Date in Lenders, and (b) the sum of the aggregate principal amount of its Initial Term Loan Commitment on the Original Closing Date; provided that such Initial Term all Revolving Credit Loans (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000, (B) are denominated in Dollars, and (C) except as hereinafter provided, shall, at the option of the Borrower, be maintained as, and/or converted into Base Rate Loans or LIBOR Loans. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) by all Lenders hereunder plus the aggregate principal amount of its Initial Term Loan Commitment on all Swing Line Loans plus the Restatement Effective Date less (ii) LC Obligation outstanding at any time does not exceed the amount of Initial Term Loans of Borrowing Base in effect at such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be of the same Type and will have the same Interest Period as the Initial Term Loans outstanding immediately prior time. Subject to the Borrowing of Initial Term Loans on the Restatement Effective Date terms and (D) bear interestconditions hereof, until the last day of such initial Interest PeriodTermination Date, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubtCompany may borrow, all Initial Term Loans shall be treated as a single Class for all purposesrepay, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Dateand reborrow hereunder. (b) [Reserved]Upon the request of any Lender made through the Administrative Agent, the Company shall execute and deliver to such Lender (through the Administrative Agent) a promissory note from the Company payable to the order of such Lender (herein called such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. (c) Subject to and upon the terms and conditions of Section 2.10 below and relying upon the agreements of the Lenders set forth herein, each the Issuing Lender with a Revolving Commitment severally agrees to make a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, issue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities and other purposes approved by the “Initial Revolving Loans”) to Administrative Agent upon the Borrower, request of the Company at any time and from time to time on or and after the Original Closing Date until the earlier of the applicable Latest Maturity Effective Date and up to, but excluding, the termination Termination Date (the “Availability Period”), and the Lenders severally agree to participate in such Letters of Credit and drawings thereunder. No Letter of Credit will be issued in a face amount which, after giving effect to the Revolving Commitment issuance of such Lender Letter of Credit, would cause the LC Obligation to exceed $50,000,000 or the Effective Amount to exceed the Borrowing Base then in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitmenteffect. (d) After the Restatement Effective Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (other than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.

Appears in 2 contracts

Samples: Credit Agreement (BreitBurn Energy Partners L.P.), Credit Agreement (BreitBurn Energy Partners L.P.)

Amounts and Terms of the Commitments. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions set forth herein, to make loans denominated in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date to the Termination Date, so long as (a) with respect to any Lender, such Revolving Credit Loans then requested to be made by such Lender with an Initial Term Loan Commitment on do not exceed such Lender’s Pro Rata Share of the Original Closing Date made an Initial Term Loan on aggregate amount of all Loans then requested from the Original Closing Date in Lenders, and (b) the sum of the aggregate principal amount of its Initial Term Loan Commitment on the Original Closing Date; provided that such Initial Term all Revolving Credit Loans (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000, (B) are denominated in Dollars, and (C) except as hereinafter provided, shall, at the option of the Borrower, be maintained as, and/or converted into Base Rate Loans or LIBOR Loans. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) by all Lenders hereunder plus the aggregate principal amount of its Initial Term Loan Commitment on all Swing Line Loans plus the Restatement Effective Date less (ii) LC Obligation outstanding at any time does not exceed the amount of Initial Term Loans of such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be lesser of the same Type Borrowing Base and will have the same Interest Period as the Initial Term Loans outstanding immediately prior Elected Commitment Amount in effect at such time. Subject to the Borrowing of Initial Term Loans on the Restatement Effective Date terms and (D) bear interestconditions hereof, until the last day of such initial Interest PeriodTermination Date, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubtCompany may borrow, all Initial Term Loans shall be treated as a single Class for all purposesrepay, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Dateand reborrow hereunder. (b) [Reserved]Upon the request of any Lender made through the Administrative Agent, the Company shall execute and deliver to such Lender (through the Administrative Agent) a promissory note from the Company payable to such Lender or its registered assigns (herein called such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. (c) Subject to and upon the terms and conditions of Section 2.10 below and relying upon the agreements of the Lenders set forth herein, each the Issuing Lender with a Revolving Commitment severally agrees to make a revolving loan or revolving loans (eachissue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities as approved by the Administrative Agent and other purposes permitted hereunder, an “Initial Revolving Loan” and, collectively, upon the “Initial Revolving Loans”) to request of the Borrower, Company at any time and from time to time on or and after the Original Closing Date until the earlier of the applicable Latest Maturity Effective Date and up to, but excluding, the termination Termination Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunder. No Letter of Credit will be issued in a face amount which, after giving effect to the Revolving Commitment issuance of such Lender Letter of Credit, would cause the LC Obligation to exceed $75,000,000 or the Effective Amount to exceed the Borrowing Base then in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitmenteffect. (d) After On the Restatement Effective DateDate (a) the commitments of the lenders under the Existing Credit Agreement that are Lenders under this Agreement are reallocated among such Lenders and, subject to and upon the terms and conditions as applicable, increased as set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (other than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in DollarsSchedule 2.01, and (iiib) except as hereinafter provided, shall, at the option commitment of any lender under the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided Existing Credit Agreement that except as otherwise specifically provided in Section 2.11(b), all Term Loans under is not a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred Lender hereunder may not be reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loansis terminated.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Breitburn Energy Partners LP)

Amounts and Terms of the Commitments. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions set forth herein, each Lender to make revolving credit loans to the Company from time to time on any Business Day during the period from the Effective Time to the Termination Date (together with an Initial Term Loan Commitment on the Original Closing Date made an Initial Term Loan on the Original Closing Date in the aggregate principal amount of its Initial Term Loan Commitment on the Original Closing Date; provided that such Initial Term Loans (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000any conversions or continuations thereof, (B) are denominated in Dollars“Loans”), and (C) except so long as, as hereinafter provided, shall, at the option of the Borrowertime at which the requested Loan is to be made and after giving effect to such Loan, be maintained as, and/or converted into Base Rate Loans or LIBOR Loans. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) the aggregate principal amount of its Initial Term Loan Commitment on all Loans by such Lender at such time does not exceed such Lender’s Pro Rata Share of the Restatement Effective Date less aggregate amount of Loans of all Lenders at such time, (ii) the aggregate amount of Initial Term such Lender’s Loans and such Lender’s Pro Rata Share of the Letter of Credit Outstandings outstanding at such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that time does not exceed such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective DateLender’s Commitment, (Biii) will be denominated in Dollarsthe Effective Amount shall not exceed the Aggregate Commitment, (Civ) will initially be of the same Type Effective Amount shall not exceed the Borrowing Base and will have (v) the same Interest Period as Effective Amount shall not exceed the Initial Term Loans outstanding immediately prior Maximum Loan Amount. Subject to the Borrowing of Initial Term Loans on the Restatement Effective Date terms and (D) bear interestconditions hereof, until the last day of such initial Interest PeriodTermination Date, at the same rate as the Initial Term Company may borrow, repay, and reborrow Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubt, all Initial Term Loans shall be treated as a single Class for all purposes, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Datehereunder. (b) [Reserved]. If requested by any Lender, the obligation of the Company to repay to such Lender the aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single Note made by the Company payable to the order of such Lender in a principal amount equal to such Lender’s Commitment (c) which Note shall be replaced by the Company, upon request of such Lender, to reflect any increase in such Lender’s Commitment pursuant to the terms of this Agreement). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein. Subject to and upon the terms and conditions of Section 2.13 below and relying upon the representations and warranties herein set forth hereinforth, each the Issuing Lender with a Revolving Commitment severally for the account of the Lenders agrees to make a revolving loan issue or revolving loans (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower, at any time and from time to time on or after the Original Closing Date until the earlier renew Letters of the applicable Latest Maturity Date and the termination of the Revolving Commitment of such Lender Credit in accordance with the terms hereofapplicable Notice of Borrowing and LC Application therefor. No Letter of Credit will be issued or renewed in a face amount which, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. (d) After the Restatement Effective Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable after giving effect to the Tranche issuance or renewal of Loans such Letter of Credit, would cause (other x) the Letter of Credit Outstandings to exceed $15,000,000, (y) the Effective Amount to exceed the Borrowing Base then in effect or (z) the Effective Amount to exceed the Aggregate Commitment. Each Letter of Credit shall by its terms be stated to expire on a date no later than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche the earlier of Loans severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on one year after its Issuance (or, if renewed, one year after the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, renewal date) and (ii) the Maturity Date, unless such Letter of Credit has been Cash Collateralized with cash in an amount at least equal to 105% of the undrawn face amount thereof at least 30 days before the Maturity Date. If, for any reason, any Letter of Credit remains outstanding as of the Termination Date, the Company shall cause such Letter of Credit to be denominated Cash Collateralized with cash in Dollarsan amount at least equal to 105% of the undrawn face amount thereof under arrangements satisfactory to the Administrative Agent or to be secured by back-to-back letters of credit issued by banks, and (iii) except as hereinafter providedin form and substance, shallsatisfactory to the Administrative Agent and the Issuing Lender. At the Effective Time, at the option and subject to satisfaction of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits conditions precedent set forth in this clause (d) above and subject to the terms, conditions and limitations set forth hereinSection 5.1, the Borrower may borrowoutstanding aggregate amount of Existing Revolving Credit Outstandings shall be refinanced, pay renewed, and extended, and such amount shall be, and shall be deemed to be, Loans or prepay Letter of Credit Outstandings (as applicable) made by the Lenders and reborrow Revolving Loansheld by the Issuing Lender (as applicable) hereunder.

Appears in 1 contract

Samples: Credit Agreement (Venoco, Inc.)

Amounts and Terms of the Commitments. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions set forth herein, each Lender to make revolving credit loans to the Company from time to time on any Business Day during the period from the Effective Time to the Termination Date (together with an Initial Term Loan Commitment on the Original Closing Date made an Initial Term Loan on the Original Closing Date in the aggregate principal amount of its Initial Term Loan Commitment on the Original Closing Date; provided that such Initial Term Loans (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000any conversions or continuations thereof, (B) are denominated in Dollars"Loans"), and (C) except so long as, as hereinafter provided, shall, at the option of the Borrowertime at which the requested Loan is to be made and after giving effect to such Borrowing, be maintained as, and/or converted into Base Rate Loans or LIBOR Loans. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) the aggregate principal amount of its Initial Term Loan Commitment on all Loans by such Lender at such time does not exceed such Lender's Pro Rata Share of the Restatement Effective Date less aggregate amount of Loans of all Lenders at such time, and (ii) the aggregate amount of Initial Term such Lender's Loans of and such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be Lender's Pro Rata Share of the same Type and will have the same Interest Period as the Initial Term Loans LC Obligation outstanding immediately prior at such time does not exceed such Lender's Commitment. Subject to the Borrowing of Initial Term Loans on the Restatement Effective Date terms and (D) bear interestconditions hereof, until the last day of such initial Interest PeriodTermination Date, at the same rate as the Initial Term Company may borrow, repay, and reborrow Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubt, all Initial Term Loans shall be treated as a single Class for all purposes, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Datehereunder. (b) [Reserved]The obligation of the Company to repay to each Lender the aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single Note made by the Company payable to the order of such Lender. The amount of principal owing on any Lender's Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. (c) Subject to and upon the terms and conditions of Section 2.13 below and relying upon the representations and warranties herein set forth hereinforth, each the Issuing Lender with a Revolving Commitment severally for the account of the Lenders agrees to make a revolving loan issue or revolving loans (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower, at any time and from time to time on or after the Original Closing Date until the earlier renew Letters of the applicable Latest Maturity Date and the termination of the Revolving Commitment of such Lender Credit in accordance with the applicable Notice of Borrowing and LC Application therefor. No Letter of Credit will be issued or renewed in a face amount which, after giving effect to the issuance or renewal of such Letter of Credit, would cause either (x) the LC Obligation to exceed $20,000,000 or (y) the Effective Amount to exceed the Borrowing Base then in effect. Each Letter of Credit shall by its terms hereofbe stated to expire on a date no later than the earlier of (i) one year after its Issuance (or, if renewed, one year after the renewal date) and (ii) the seventh Business Day prior to the Termination Date. If any Letter of Credit has been drawn upon and the amount so drawn has not been reimbursed to the Issuing Lender, the Revolving Credit Commitment of each Lender shall be deemed to be utilized for all purposes hereof in an aggregate principal amount equal to such Lender's Pro Rata Share of the LC Obligation. If, for any reason, any Letter of Credit remains outstanding as of the Termination Date, the Company shall cause such Letter of Credit to be collateralized with cash in an amount at any time outstanding that will not result least equal to 105% of the undrawn face amount thereof under arrangements satisfactory to the Administrative Agent or to be secured by back-to-back letters of credit issued by banks, and in such form and substance, satisfactory to the Administrative Agent and the Issuing Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. (d) After At the Restatement Effective DateTime, and subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (other than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option satisfaction of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits conditions precedent set forth in this clause (d) above and subject to the terms, conditions and limitations set forth hereinSection 5.1, the Borrower may borrowoutstanding aggregate amount of Existing Revolving Credit Outstandings shall be refinanced, pay renewed, and extended, and such amount shall be, and shall be deemed to be, Loans or prepay LC Obligations (as applicable) made by the Lenders and reborrow Revolving Loansheld by the Issuing Lender (as applicable) hereunder.

Appears in 1 contract

Samples: Credit Agreement (Venoco, Inc.)

Amounts and Terms of the Commitments. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions set forth herein, to make loans denominated in dollars to the Company (each Lender such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Interim Facility Effective Date to the Termination Date; provided that, after giving effect to any Revolving Credit Borrowing (i) with an Initial Term Loan respect to any Lender, the sum of such Lender’s Pro Rata Share of Revolving Credit Loans plus such Lender’s participations in Swing Line Loans and LC Obligation does not exceed such Lender’s Pro Rata Share of the of the Commitment on Amount in effect at such time and (ii) the Original Closing Date made an Initial Term Loan on the Original Closing Date in sum of the aggregate principal amount of its Initial Term Loan Commitment on the Original Closing Date; provided that such Initial Term all Revolving Credit Loans (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000, (B) are denominated in Dollars, and (C) except as hereinafter provided, shall, at the option of the Borrower, be maintained as, and/or converted into Base Rate Loans or LIBOR Loans. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) by all Lenders hereunder plus the aggregate principal amount of its Initial Term Loan all Swing Line Loans plus the LC Obligation outstanding at any time does not exceed the Commitment on the Restatement Effective Date less (ii) the amount of Initial Term Loans of Amount in effect at such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be of the same Type and will have the same Interest Period as the Initial Term Loans outstanding immediately prior time. Subject to the Borrowing of Initial Term Loans on the Restatement Effective Date terms and (D) bear interestconditions hereof, until the last day of such initial Interest PeriodTermination Date, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubtCompany may borrow, all Initial Term Loans shall be treated as a single Class for all purposesrepay, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Date.and reborrow hereunder; (b) [Reserved]. (c) Subject to and upon the terms and conditions of Section 2.10 below and relying upon the agreements of the Lenders set forth herein, each the Issuing Lender with a Revolving Commitment severally agrees to make a revolving loan or revolving loans (eachissue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities as approved by the Administrative Agent and other purposes permitted hereunder, an “Initial Revolving Loan” and, collectively, upon the “Initial Revolving Loans”) to request of the Borrower, Company at any time and from time to time on or and after the Original Closing Interim Facility Effective Date until and up to 10 days prior to the earlier of the applicable Latest Scheduled Maturity Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunder. No Letter of Credit will be issued in a face amount which, after giving effect to the termination of the Revolving Commitment issuance of such Lender Letter of Credit, would cause the LC Obligation to exceed the Letter of Credit Sublimit or the Effective Amount to exceed the Commitment Amount then in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitmenteffect. (d) After the Restatement Effective Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (other than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.

Appears in 1 contract

Samples: Debt Agreement (Breitburn Energy Partners LP)

Amounts and Terms of the Commitments. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Company (each such loan, a “Loan”) from time to time on any Business Day during the period from the Effective Date to the Termination Date, so long as (a) with respect to any Lender, such Loans then requested to be made by such Lender with an Initial Term Loan Commitment on the Original Closing Date made an Initial Term Loan on the Original Closing Date in do not exceed such Lender’s Pro Rata Share of the aggregate principal amount of its Initial Term Loan Commitment on all Loans then requested from the Original Closing Date; provided that such Initial Term Loans (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000, (B) are denominated in DollarsLenders, and (Cb) except as hereinafter provided, shall, the aggregate amount of all the Lenders’ Loans and the LC Obligation outstanding at any time does not exceed the option Borrowing Base in effect at such time. The obligation of the BorrowerCompany to repay to each Lender the aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall be maintained asevidenced by a promissory note from the Company payable to the order of such Lender (herein called such Lender’s “Note” and collectively, and/or converted into Base Rate the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans or LIBOR Loanstheretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) the aggregate principal amount of its Initial Term Loan Commitment on the Restatement Effective Date less (ii) the amount of Initial Term Loans of such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be of the same Type and will have the same Interest Period as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date and (D) bear interesthereof, until the last day of such initial Interest PeriodTermination Date, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubtCompany may borrow, all Initial Term Loans shall be treated as a single Class for all purposesrepay, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Dateand reborrow hereunder. (b) [Reserved]. (c) Subject to and upon the terms and conditions of Section 2.10 below and relying upon the representations and warranties herein set forth hereinforth, each the Issuing Lender with a Revolving Commitment severally for the account of the Lenders agrees to make a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, issue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities and other purposes approved by the “Initial Revolving Loans”) to Administrative Agent upon the Borrower, request of the Company at any time and from time to time on or and after the Original Closing Date until the earlier of the applicable Latest Maturity Effective Date and up to, but excluding, the termination Termination Date (the “Availability Period”). No Letter of Credit will be issued in a face amount which, after giving effect to the Revolving issuance of such Letter of Credit, would cause either the LC Obligation to exceed $5,000,000 or the Effective Amount to exceed the Borrowing Base then in effect. If any Letter of Credit has been drawn upon and the amount so drawn has not been reimbursed to the Issuing Lender, the Commitment of such each Lender in accordance with the terms hereof, shall be deemed to be utilized for all purposes hereof in an aggregate principal amount at any time outstanding that will not result in equal to such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. (d) After the Restatement Effective Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (other than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option Pro Rata Share of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving LoansLC Obligations.

Appears in 1 contract

Samples: Credit Agreement (BreitBurn Energy Partners L.P.)

Amounts and Terms of the Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment on the Original Closing Date made severally agrees to make an Initial Term Loan on the Original Closing Date in the aggregate principal amount of its Initial Term Loan Commitment on the Original Closing DateCommitment; provided that such that, Initial Term Loans (A) were will be incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000Date, (B) are denominated in Dollars, and (C) except as hereinafter provided, shall, at the option of the Borrower, be maintained as, and/or converted into into, Base Rate Loans or LIBOR Loans. , provided that except as otherwise specifically provided in Section 2.11(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type. (b) Subject to and upon the terms and conditions set forth herein and in the Restatement Agreementherein, each Lender with an Initial a Delayed Draw Term Loan Commitment severally agrees to make an Initial a Delayed Draw Term Loan on the Restatement Effective Date Delayed Draw Funding Date, in an amount equal to the remainder of (i) the aggregate principal amount of its Initial Delayed Draw Term Loan Commitment on the Restatement Effective Date less (ii) the amount of Initial Term Loans of such Lender on the Restatement Effective Date (immediately prior to giving effect thereto)Commitment; provided that such Initial Delayed Draw Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Delayed Draw Funding Date, (B) will be denominated in Dollars, (C) will initially be of the same Type and will have the same Interest Period as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial such Delayed Draw Term Loans on the Restatement Effective Date and (D) bear interest, until the last day of such initial Interest Period, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of such Delayed Draw Term Loans. The Initial Term Loans on and the Restatement Effective Date. For the avoidance of doubt, all Initial Delayed Draw Term Loans (if and when funded) shall have the same terms and shall be treated as a single Class for all purposes, except that interest on the Initial Delayed Draw Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective applicable Delayed Draw Funding Date thereof. Notwithstanding anything to the contrary herein, at its option and in its sole discretion, the Administrative Agent may fund the Delayed Draw Term Loans on the Delayed Draw Funding Date on behalf of each Lender having a Delayed Draw Term Loan Commitment immediately prior to the Delayed Draw Funding Date. . To the extent the Administrative Agent funds the Delayed Draw Term Loans on behalf of such Lenders, each Lender with a Delayed Draw Term Loan Commitment immediately prior to the Delayed Draw Funding Date severally agree to repay to the Administrative Agent within one Business Day after the Administrative Agent has funded the Delayed Draw Term Loans, and the Borrower agrees to repay to the Administrative Agent any such amount not so funded by any Lender within three (b3) [Reserved]Business Days after the Administrative Agent has funded the Delayed Draw Term Loans, the amount of Delayed Draw Term Loans corresponding to such Lender’s Delayed Draw Term Loan Commitment immediately prior to the Delayed Draw Funding Date together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount (other than, for the avoidance of doubt, interest paid pursuant to clause (ii) above), such amount shall constitute such Lender’s Delayed Draw Term Loan as part of such Borrowing for purposes of this Agreement. The Borrower and the Sponsor each agree to assist the Lead Arrangers in starting retail syndication of the Initial Term Loans and the Delayed Draw Term Loans by not later than September 28, 2018. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in no event shall the Delayed Draw Term Loans be required to be funded unless the Lead Arrangers have had a reasonable opportunity to syndicate the Delayed Draw Term Loan Facility. (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Commitment severally agrees to make a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower, at any time and from time to time on or after the Original Closing Date until the earlier of the applicable Latest Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. (d) After the Restatement Effective Closing Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (other than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans (other than an Initial Term Loan Commitment or a Delayed Draw Term Loan Commitment) severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)

Amounts and Terms of the Commitments. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Company (each such loan, a “Loan”) from time to time on any Business Day during the period from the Effective Date to the Termination Date, so long as (a) with respect to any Lender, such Loans then requested to be made by such Lender with an Initial Term Loan Commitment on the Original Closing Date made an Initial Term Loan on the Original Closing Date in do not exceed such Lender’s Pro Rata Share of the aggregate principal amount of its Initial Term Loan Commitment on all Loans then requested from the Original Closing Date; provided that such Initial Term Loans (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000, (B) are denominated in DollarsLenders, and (Cb) except as hereinafter provided, shall, the aggregate amount of all the Lenders’ Loans and the LC Obligation outstanding at any time does not exceed the option Borrowing Base in effect at such time. The obligation of the BorrowerCompany to repay to each Lender the aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall be maintained asevidenced by a promissory note from the Company payable to the order of such Lender (herein called such Lender’s “Note” and collectively, and/or converted into Base Rate the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans or LIBOR Loanstheretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) the aggregate principal amount of its Initial Term Loan Commitment on the Restatement Effective Date less (ii) the amount of Initial Term Loans of such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be of the same Type and will have the same Interest Period as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date and (D) bear interesthereof, until the last day of such initial Interest PeriodTermination Date, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubtCompany may borrow, all Initial Term Loans shall be treated as a single Class for all purposesrepay, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Dateand reborrow hereunder. (b) [Reserved]. (c) Subject to and upon the terms and conditions of Section 2.10 below and relying upon the representations and warranties herein set forth hereinforth, each the Issuing Lender with a Revolving Commitment severally for the account of the Lenders agrees to make a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, issue Letters of Credit as support for payment obligations incurred by the “Initial Revolving Loans”) to Company in the Borrower, ordinary course of business upon the request of the Company at any time and from time to time on or and after the Original Closing Date until the earlier of the applicable Latest Maturity Effective Date and up to, but excluding, the termination Termination Date (the “Availability Period”). No Letter of Credit will be issued in a face amount which, after giving effect to the Revolving issuance of such Letter of Credit, would cause either the LC Obligation to exceed $500,000 or the Effective Amount to exceed the Borrowing Base then in effect. If any Letter of Credit has been drawn upon and the amount so drawn has not been reimbursed to the Issuing Lender, the Commitment of such each Lender in accordance with the terms hereof, shall be deemed to be utilized for all purposes hereof in an aggregate principal amount at any time outstanding that will not result in equal to such Lender’s Revolving Exposure exceeding such Lender’s Revolving CommitmentPro Rata Share of the LC Obligations. (dc) After Upon not less than five (5) Business Days’ notice, the Restatement Effective Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (other than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche Company may (i) shall be incurred pursuant to a single drawing on terminate the date set forth for Loan Documents and the Commitment of each Lender, provided that all Obligations are paid and discharged in full concurrently with such incurrence in the Incremental Amendment termination or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at permanently reduce the option unused portion of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans Maximum Loan Amount in an amount equal to $250,000 or LIBOR Loans, provided that except as otherwise specifically provided any integral multiple of $250,000 in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loansexcess thereof.

Appears in 1 contract

Samples: Credit Agreement (Ivanhoe Energy Inc)

Amounts and Terms of the Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with severally agrees to make a term loan or term loans (each, an Initial Term Loan Commitment on Loan” and, collectively, the Original Closing Date made an Initial Term Loan on Loans”) to the Original Closing Date in the aggregate principal amount of its Initial Term Loan Commitment on the Original Closing Date; provided that such Borrower, which Initial Term Loans (A) were shall be incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000Date, (B) are shall be denominated in Dollars, and (C) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into into, Base Rate Loans or LIBOR Loans. Subject to , provided that except as otherwise specifically provided in Section 2.11(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and upon (D) shall be made by each such Lender in that aggregate principal amount which does not exceed the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) the aggregate principal amount of its Initial Term Loan Commitment on the Restatement Effective Date less (ii) the amount of Initial Term Loans of such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be of the same Type and will have the same Interest Period as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date and (D) bear interest, until the last day of such initial Interest Period, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubt, all Initial Term Loans shall be treated as a single Class for all purposes, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Closing Date. (b) [Reserved]. (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Commitment severally agrees to make a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower, at any time and from time to time on or after the Original Closing Date until the earlier of the applicable Latest Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. (d) After the Restatement Effective Closing Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (other than an Initial Term Loan Commitment) then being made pursuant to this clause (db), each Lender with a Commitment with respect to such Tranche of Loans (other than an Initial Term Loan Commitment) severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the applicable Commitment under such Tranche of such Lender on the date of incurrence thereof. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.

Appears in 1 contract

Samples: First Lien Credit and Guarantee Agreement (Janus International Group, Inc.)

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Amounts and Terms of the Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment on the Original Closing Date made an Initial Term Loan on the Original Closing Date in the aggregate principal amount of its Initial Term Loan Commitment on the Original Closing Date; provided that such Initial Term Loans (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000, (B) are denominated in Dollars, and (C) except as hereinafter provided, shall, at the option of the Borrower, be maintained as, and/or converted into Base Rate Loans or LIBOR Loans. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) the aggregate principal amount of its Initial Term Loan Commitment on the Restatement Effective Date less (ii) the amount of Initial Term Loans of such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be of the same Type and will have the same Interest Period as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date and (D) bear interest, until the last day of such initial Interest Period, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubt, all Initial Term Loans shall be treated as a single Class for all purposes, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Date. (b) [Reserved]Subject to and upon the terms and conditions set forth in the Third Restatement Agreement, each 2019 Refinancing Term Lender severally agrees to convert, exchange or roll its 2019 Refinanced Term Loan for a 2019 Refinancing Term Loan on the Third Restatement Effective Date in an aggregate principal amount equal to its 2019 Refinancing Term Loan Commitment. Each 2019 Refinancing Term Loan Commitment will terminate in full upon the making of the related conversion, exchange or roll of the 2019 Refinanced Term Loan, as applicable, into a 2019 Refinancing Term Loan. Substantially simultaneously with the borrowing of 2019 Refinancing Term Loans, each 2019 Refinancing Term Lender irrevocably agrees to accept, in lieu of cash for the outstanding principal amount of its 2019 Refinanced Term Loan so prepaid, delivery from the Borrower on the Third Restatement Agreement of an equal principal amount of 2019 Refinancing Term Loans. Each 2019 Refinancing Term Loan shall constitute a Term Loan for all purposes of this Agreement. The initial Borrowing of the 2019 Refinancing Term Loans will be a Borrowing of LIBOR Loans with an initial Interest Period beginning on the Third Restatement Effective Date and ending (subject to the definition of “Interest Period”) on June 28, 2019. The Borrower shall not be required to pay any amounts that would otherwise be owing to any Lender pursuant to Section 2.12. (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Commitment severally agrees to make a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower, at any time and from time to time on or after the Original Closing Date until the earlier of the applicable Latest Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. (d) After the Restatement Effective Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (other than an Initial Term Loan Commitment and a 2019 Refinancing Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)

Amounts and Terms of the Commitments. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions set forth herein, each Lender to make revolving credit loans to the Company from time to time on any Business Day during the period from the Effective Time to the Termination Date (together with an Initial Term Loan Commitment on the Original Closing Date made an Initial Term Loan on the Original Closing Date in the aggregate principal amount of its Initial Term Loan Commitment on the Original Closing Date; provided that such Initial Term Loans (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000any conversions or continuations thereof, (B) are denominated in Dollars“Loans”), and (C) except so long as, as hereinafter provided, shall, at the option of the Borrowertime at which the requested Loan is to be made and after giving effect to such Loan, be maintained as, and/or converted into Base Rate Loans or LIBOR Loans. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) the aggregate principal amount of its Initial Term Loan Commitment on all Loans by such Lender at such time does not exceed such Lender’s Pro Rata Share of the Restatement Effective Date less aggregate amount of Loans of all Lenders at such time, and (ii) the aggregate amount of Initial Term such Lender’s Loans of and such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be Lender’s Pro Rata Share of the same Type and will have the same Interest Period as the Initial Term Loans LC Obligations outstanding immediately prior at such time does not exceed such Lender’s Commitment. Subject to the Borrowing of Initial Term Loans on the Restatement Effective Date terms and (D) bear interestconditions hereof, until the last day of such initial Interest PeriodTermination Date, at the same rate as the Initial Term Company may borrow, repay, and reborrow Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubt, all Initial Term Loans shall be treated as a single Class for all purposes, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Datehereunder. (b) [Reserved]If requested by any Lender, the obligation of the Company to repay to such Lender the aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single Note made by the Company payable to the order of such Lender. The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein. (c) Subject to and upon the terms and conditions of Section 2.13 below and relying upon the representations and warranties herein set forth hereinforth, each the Issuing Lender with a Revolving Commitment severally for the account of the Lenders agrees to make a revolving loan issue or revolving loans (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower, at any time and from time to time on or after the Original Closing Date until the earlier renew Letters of the applicable Latest Maturity Date and the termination of the Revolving Commitment of such Lender Credit in accordance with the applicable Notice of Borrowing and LC Application therefor. No Letter of Credit will be issued or renewed in a face amount which, after giving effect to the issuance or renewal of such Letter of Credit, would cause either (x) the LC Obligations to exceed $30,000,000 or (y) the Effective Amount to exceed the Borrowing Base then in effect. Each Letter of Credit shall by its terms hereofbe stated to expire on a date no later than the earlier of (i) one year after its Issuance (or, if renewed, one year after the renewal date) and (ii) the Termination Date, unless such Letter of Credit has been cash-collateralized with cash in an aggregate principal amount at least equal to 105% of the undrawn face amount thereof at least 30 days before the Termination Date. If any time outstanding that will Letter of Credit has been drawn upon and the amount so drawn has not result been reimbursed to the Issuing Lender, the Commitment of each Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender’s Revolving Exposure exceeding Pro Rata Share of the LC Obligations. If, for any reason, any Letter of Credit remains outstanding as of the Termination Date, the Company shall cause such Letter of Credit to be collateralized with cash in an amount at least equal to 105% of the undrawn face amount thereof under arrangements satisfactory to the Administrative Agent or to be secured by back-to-back letters of credit issued by banks, and in form and substance, satisfactory to the Administrative Agent and the Issuing Lender’s Revolving Commitment. (d) After At the Restatement Effective DateTime, and subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (other than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option satisfaction of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits conditions precedent set forth in this clause (d) above and subject to the terms, conditions and limitations set forth hereinSection 5.1, the Borrower may borrowoutstanding aggregate amount of Existing Revolving Credit Outstandings shall be refinanced, pay renewed, and extended, and such amount shall be, and shall be deemed to be, Loans or prepay LC Obligations (as applicable) made by the Lenders and reborrow Revolving Loansheld by the Issuing Lender (as applicable) hereunder.

Appears in 1 contract

Samples: Credit Agreement (Venoco, Inc.)

Amounts and Terms of the Commitments. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions set forth herein, each Lender to make revolving credit loans to the Company from time to time on any Business Day during the period from the Effective Time to the Termination Date (together with an Initial Term Loan Commitment on the Original Closing Date made an Initial Term Loan on the Original Closing Date in the aggregate principal amount of its Initial Term Loan Commitment on the Original Closing Date; provided that such Initial Term Loans (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000any conversions or continuations thereof, (B) are denominated in Dollars“Loans”), and (C) except so long as, as hereinafter provided, shall, at the option of the Borrowertime at which the requested Loan is to be made and after giving effect to such Borrowing, be maintained as, and/or converted into Base Rate Loans or LIBOR Loans. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) the aggregate principal amount of its Initial Term Loan Commitment on all Loans by such Lender at such time does not exceed such Lender’s Pro Rata Share of the Restatement Effective Date less aggregate amount of Loans of all Lenders at such time, and (ii) the aggregate amount of Initial Term such Lender’s Loans of and such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be Lender’s Pro Rata Share of the same Type and will have the same Interest Period as the Initial Term Loans aggregate LC Obligations outstanding immediately prior at such time does not exceed such Lender’s Commitment. Subject to the Borrowing of Initial Term Loans on the Restatement Effective Date terms and (D) bear interestconditions hereof, until the last day of such initial Interest PeriodTermination Date, at the same rate as the Initial Term Company may borrow, repay, and reborrow Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubt, all Initial Term Loans shall be treated as a single Class for all purposes, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Datehereunder. (b) [Reserved]The Company agrees that upon the request to the Administrative Agent by any Lender, the Company will promptly execute and deliver to such Lender a promissory note of the Company evidencing the Loans of such Lender, substantially in the form of Exhibit “F” (a “Note”), with appropriate insertions as to date and principal amount; provided, however, that delivery of Notes shall not be a condition precedent to the occurrence of the Effective Date or the making of the Loans on the Effective Date. The amount of principal owing on any Lender’s Note, if any, at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. (c) Subject to and upon the terms and conditions of Section 2.13 below and relying upon the representations and warranties herein set forth hereinforth, each the Issuing Lender with a Revolving Commitment severally for the account of the Lenders agrees to make a revolving loan issue or revolving loans (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower, at any time and from time to time on or after the Original Closing Date until the earlier renew Letters of the applicable Latest Maturity Date and the termination of the Revolving Commitment of such Lender Credit in accordance with the applicable Notice of Borrowing and LC Application therefor. No Letter of Credit will be issued or renewed in a face amount which, after giving effect to the issuance or renewal of such Letter of Credit, would cause either (x) the aggregate LC Obligations to exceed $20,000,000 or (y) the Effective Amount to exceed the Borrowing Base then in effect. Each Letter of Credit shall by its terms hereofbe stated to expire on a date no later than the earlier of (i) one year after its Issuance (or, if renewed, one year after the renewal date) and (ii) the seventh Business Day prior to the Termination Date; provided, however, that any Letter of Credit may provide for the automatic renewal thereof for additional one year periods, which in no event shall extend beyond the date referred to in the foregoing clause (ii). If any Letter of Credit has been drawn upon and the amount so drawn has not been reimbursed to the Issuing Lender, the Commitment of each Lender shall be deemed to be utilized for all purposes hereof in an aggregate principal amount at any time outstanding that will not result in equal to such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. (d) After Pro Rata Share of the Restatement Effective related Matured LC Obligation. If, for any reason, any Letter of Credit remains outstanding as of the Termination Date, subject the Company shall cause such Letter of Credit to and upon be collateralized with cash in an amount at least equal to 102% of the terms and conditions set forth herein undrawn face amount thereof under arrangements satisfactory to the Administrative Agent or to be secured by back-to-back letters of credit issued by banks, and in the Incremental Amendment or Refinancing Amendment applicable form and substance, satisfactory to the Tranche of Loans (other than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans severally agrees to make a Loan under such Tranche to Administrative Agent and the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving LoansIssuing Lender.

Appears in 1 contract

Samples: Credit Agreement (Exploration Co of Delaware Inc)

Amounts and Terms of the Commitments. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions set forth herein, each Lender to make revolving credit loans to the Company from time to time on any Business Day during the period from the Effective Time to the Termination Date (together with an Initial Term Loan Commitment on the Original Closing Date made an Initial Term Loan on the Original Closing Date in the aggregate principal amount of its Initial Term Loan Commitment on the Original Closing Date; provided that such Initial Term Loans (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000any conversions or continuations thereof, (B) are denominated in Dollars“Loans”), and (C) except so long as, as hereinafter provided, shall, at the option of the Borrowertime at which the requested Loan is to be made and after giving effect to such Borrowing, be maintained as, and/or converted into Base Rate Loans or LIBOR Loans. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) the aggregate principal amount of its Initial Term Loan Commitment on all Loans by such Lender at such time does not exceed such Lender’s Pro Rata Share of the Restatement Effective Date less aggregate amount of Loans of all Lenders at such time, and (ii) the aggregate amount of Initial Term such Lender’s Loans of and such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be Lender’s Pro Rata Share of the same Type and will have the same Interest Period as the Initial Term Loans LC Obligation outstanding immediately prior at such time does not exceed such Lender’s Commitment. Subject to the Borrowing of Initial Term Loans on the Restatement Effective Date terms and (D) bear interestconditions hereof, until the last day of such initial Interest PeriodTermination Date, at the same rate as the Initial Term Company may borrow, repay, and reborrow Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubt, all Initial Term Loans shall be treated as a single Class for all purposes, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Datehereunder. (b) [Reserved]If requested by any Lender, the obligation of the Company to repay to such Lender the aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single Note made by the Company payable to the order of such Lender. The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. (c) Subject to and upon the terms and conditions of Section 2.13 below and relying upon the representations and warranties herein set forth hereinforth, each the Issuing Lender with a Revolving Commitment severally for the account of the Lenders agrees to make a revolving loan issue or revolving loans (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower, at any time and from time to time on or after the Original Closing Date until the earlier renew Letters of the applicable Latest Maturity Date and the termination of the Revolving Commitment of such Lender Credit in accordance with the applicable Notice of Borrowing and LC Application therefor. No Letter of Credit will be issued or renewed in a face amount which, after giving effect to the issuance or renewal of such Letter of Credit, would cause either (x) the LC Obligation to exceed $20,000,000 or (y) the Effective Amount to exceed the Borrowing Base then in effect. Each Letter of Credit shall by its terms hereofbe stated to expire on a date no later than the earlier of (i) one year after its Issuance (or, if renewed, one year after the renewal date) and (ii) the seventh Business Day prior to the Termination Date. If any Letter of Credit has been drawn upon and the amount so drawn has not been reimbursed to the Issuing Lender, the Revolving Credit Commitment of each Lender shall be deemed to be utilized for all purposes hereof in an aggregate principal amount at any time outstanding that will not result in equal to such Lender’s Revolving Exposure exceeding Pro Rata Share of the LC Obligation. If, for any reason, any Letter of Credit remains outstanding as of the Termination Date, the Company shall cause such Letter of Credit to be collateralized with cash in an amount at least equal to 105% of the undrawn face amount thereof under arrangements satisfactory to the Administrative Agent or to be secured by back-to-back letters of credit issued by banks, and in form and substance, satisfactory to the Administrative Agent and the Issuing Lender’s Revolving Commitment. (d) After At the Restatement Effective DateTime, and subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (other than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option satisfaction of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits conditions precedent set forth in this clause (d) above and subject to the terms, conditions and limitations set forth hereinSection 5.1, the Borrower may borrowoutstanding aggregate amount of Existing Revolving Credit Outstandings shall be refinanced, pay renewed, and extended, and such amount shall be, and shall be deemed to be, Loans or prepay LC Obligations (as applicable) made by the Lenders and reborrow Revolving Loansheld by the Issuing Lender (as applicable) hereunder.

Appears in 1 contract

Samples: Credit Agreement (Venoco, Inc.)

Amounts and Terms of the Commitments. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions set forth herein, each to make revolving credit loans to the Company from time to time on any Business Day during the period from the Effective Time to the Termination Date (together with any conversions or continuations thereof, "Revolving Credit Loans"), so long as (a) all Revolving Credit Loans by such Lender with an Initial Term Loan Commitment on the Original Closing Date made an Initial Term Loan on the Original Closing Date in do not exceed such Lender's Pro Rata Share of the aggregate principal amount of its Initial Term Loan Commitment on the Original Closing Date; provided that such Initial Term Revolving Credit Loans (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000, (B) are denominated in Dollarsthen requested from all Lenders, and (Cb) except the aggregate amount of such Lender's Revolving Credit Loans and LC Obligation outstanding at any time does not exceed such Lender's Commitment as hereinafter provided, shall, at the option of the Borrower, date on which the requested Revolving Credit Loan is to be maintained as, and/or converted into Base Rate Loans or LIBOR Loansmade. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) the aggregate principal amount of its Initial Term Loan Commitment on the Restatement Effective Date less (ii) the amount of Initial Term Loans of such Lender on the Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be of the same Type and will have the same Interest Period as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date and (D) bear interesthereof, until the last day of such initial Interest PeriodTermination Date, at the same rate as the Initial Term Company may borrow, repay, and reborrow Revolving Credit Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubt, all Initial Term Loans shall be treated as a single Class for all purposes, except that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Datehereunder. (b) [Reserved]The obligation of the Company to repay to each Lender the aggregate amount of all Revolving Credit Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single Revolving Credit Note made by the Company payable to the order of such Lender. The amount of principal owing on any Lender's Revolving Credit Note at any given time shall be the aggregate amount of all Revolving Credit Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Revolving Credit Note shall accrue and be due and payable as provided herein and therein. (c) Subject to and upon the terms and conditions of Section 2.13 below and relying upon the representations and warranties herein set forth hereinforth, each the Issuing Lender with a Revolving Commitment severally for the account of the Lenders agrees to make a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower, at any time and from time to time on or after the Original Closing Date until the earlier issue Letters of the applicable Latest Maturity Date and the termination of the Revolving Commitment of such Lender Credit in accordance with the terms hereofapplicable Notice of Borrowing and LC Application therefor. No Letter of Credit will be issued in a face amount which, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. (d) After the Restatement Effective Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable after giving effect to the Tranche issuance of Loans (other such Letter of Credit, would cause either the LC Obligation to exceed $15,000,000 or the Effective Amount to exceed the Borrowing Base then in effect. Each Letter of Credit shall by its terms be stated to expire on a date no later than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche the earlier of Loans severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, one year after its Issuance and (ii) the seventh Business Day prior to the Termination Date. If any Letter of Credit has been drawn upon and the amount so drawn has not been reimbursed to the Issuing Lender, the Revolving Credit Commitment of each Lender shall be denominated deemed to be utilized for all purposes hereof in Dollars, and (iii) except as hereinafter provided, shall, at the option an amount equal to such Lender's Pro Rata Share of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving LoansLC Obligation.

Appears in 1 contract

Samples: Credit Agreement (BMC, Ltd.)

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