Conversion to Term Loan. (a) Subject to and upon the satisfaction of the terms and conditions specified in subsection (b) below, the Borrower may, on the Availability Expiration Date, convert the amount of all, but not less than all, outstanding Revolving Credit Loans of each Lender to a Term Loan of such Lender (as such amount may be increased from time to time under Section 2.11(c), each, a "Term Loan"). (b) The right of the Borrower to convert all outstanding Revolving Credit Loans to Term Loans is subject to the satisfaction of each of the following conditions: (i) The Agent shall have received written notice from the Borrower before the Availability Expiration Date requesting such conversion and specifying the aggregate principal amount of the Term Loans (which shall be equal to the amount of all outstanding Revolving Credit Loans on the Availability Expiration Date). The Agent shall promptly notify each of the Lenders of such request. (ii) The Lenders shall have each received a Term Note, payable to it and duly executed by the Borrower with appropriate insertions as to the date and principal amount. (iii) The aggregate principal amount of all outstanding Revolving Credit Loans, before giving effect to the conversion, shall be greater than $2,000,000. (iv) The Agent shall have received a certificate of the Borrower, in form and substance satisfactory to the Agent, duly executed by the chief accounting officer of the Borrower, as of the date of such conversion, truthfully stating that (A) the representations and warranties contained in Article VI are true and correct, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date and (B) no Default has occurred and is continuing or would result after giving effect to the conversion. (v) No material provision of this Agreement or any other Loan Document shall for any reason have ceased to be valid and binding on the Borrower or any other Pledgor or party thereto or shall have been declared to be null and void by any court, Governmental Authority or administrative body. (vi) The Agent shall have received a board resolution authorizing such conversion, certified by the Secretary or an Assistant Secretary of the Borrower, in form and substance satisfactory to the Agent.
Appears in 1 contract
Conversion to Term Loan. (a1) Subject to and At the Borrower's option upon the satisfaction of the terms and conditions specified in subsection written notice (b) below, the Borrower may, on the Availability Expiration Date, convert the amount of all, but not less than all, outstanding Revolving Credit Loans of each Lender to a Term Loan of such Lender (as such amount may be increased from time to time under Section 2.11(c), each, a "Term LoanNOTICE TO CONVERT").
(b) The right of the Borrower to convert all outstanding Revolving Credit Loans to Term Loans is subject to the satisfaction of each of the following conditions:
Agent (i) The Agent shall have received written notice from the Borrower before the Availability Expiration Date requesting such conversion and specifying the aggregate principal amount of the Term Loans (which shall be equal to the amount of all outstanding Revolving Credit Loans on the Availability Expiration Date). The Agent who shall promptly notify each of the Lenders of such request.
(ii) The Lenders shall have each received a Term NoteLenders), payable to it and duly executed by the Borrower with appropriate insertions as may and (2) on the effective date of any conversion to term loans of the "Loans" under and pursuant to the date and principal amount.
(iiiterms of Section 2.19(C) The of the 364-Day Credit Agreement, the Borrower automatically shall, convert the then outstanding aggregate principal amount of all outstanding Revolving Credit the Advances hereunder to a term loan hereunder. The Notice to Convert shall expressly state the date on which such conversion shall occur (the date of such requested conversion or the date of conversion of the "Loans, before giving effect " under and pursuant to the conversion, 364-Day Credit Agreement being the "CONVERSION DATE") and shall be greater than $2,000,000.
(iv) The Agent irrevocable once given and shall have received constitute a certificate of the Borrower, in form representation and substance satisfactory to the Agent, duly executed warranty by the chief accounting officer of Borrower that the Borrower, conditions contained in Section 7 have been satisfied as of the date of such conversionNotice to Convert and as of the Conversion Date. Upon delivery of such Notice to Convert (or automatically with the conversion of the "Loans" under and pursuant to the 364-Day Credit Agreement), truthfully stating that (i) the Borrowers' option to request extensions of the Revolving Credit Termination Date under clause (a) above and, except as provided in clause (c) below with respect to the rollover of Advances held by Windmill, to borrow and reborrow Advances hereunder, shall terminate and (ii) except as provided in clause (c) below, the outstanding principal balance of all Advances hereunder shall be due and payable on the earliest of (A) the representations and warranties contained in Article VI are true and correctdate that is 364 days after the Conversion Date (or, except to if such date of payment is not a Business Day, on the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date immediately preceding Business Day) (the "CONVERSION MATURITY DATE") and (B) no Default has occurred and is continuing or would result after giving effect the Facility Termination Date. All references in this Agreement to Advances shall include such Advances as converted hereunder. The Borrower hereby agrees to provide to the conversion.
(v) No material provision Agent a copy of this Agreement or any other Loan Document shall for any reason have ceased "Notice to be valid and binding on the Borrower or any other Pledgor or party thereto or shall have been declared to be null and void by any court, Governmental Authority or administrative body.
(vi) The Agent shall have received a board resolution authorizing such conversion, certified by the Secretary or an Assistant Secretary of the Borrower, in form and substance satisfactory Convert" delivered to the AgentAdministrative Agent under and as defined in the 364-Day Credit Agreement simultaneously with such delivery.
Appears in 1 contract
Samples: 364 Day Finance Facility Agreement (American National Can Group Inc)
Conversion to Term Loan. (a) Subject to and upon the satisfaction of the terms and conditions specified in subsection (b) below, the Borrower may, on the Availability Expiration Date, convert the amount of all, but not less than all, outstanding Revolving Credit Loans of each Lender to a Term Loan of such Lender (as such amount may be increased from time to time under Section 2.11(c), each, a "Term Loan").
(b) The right of the Borrower to convert all outstanding Revolving Credit Loans to Term Loans is subject to the satisfaction of each of the following conditions:
Provided (i) The Agent the Spin-Off Transactions have been consummated and evidence of the same shall have received been delivered to the Lenders and (ii) no Default or Unmatured Default shall be continuing, from and after the Closing Date to and including the Commitment Termination Date, at the Company's option upon written notice from (a "NOTICE TO CONVERT") to the Borrower before Administrative Agent (which shall promptly notify all of the Availability Expiration Date requesting such conversion and specifying Lenders), the Company, on behalf of all of the Borrowers, may convert the then outstanding aggregate principal amount of the Term Loans Advances hereunder to a term loan. The Notice to Convert shall (i) expressly state the date on which such conversion shall occur (such date being the "CONVERSION DATE"), which date shall be equal to a Business Day occurring on or before the amount of all outstanding Revolving Credit Loans on the Availability Expiration Commitment Termination Date). The Agent shall promptly notify each of the Lenders of such request.
, (ii) The Lenders shall have each received a Term Note, payable to it be irrevocable once given and duly executed by the Borrower with appropriate insertions as to the date and principal amount.
(iii) The aggregate principal amount of all outstanding Revolving Credit Loans, before giving effect to the conversion, shall be greater than $2,000,000.
(iv) The Agent shall have received constitute a certificate of the Borrower, in form representation and substance satisfactory to the Agent, duly executed warranty by the chief accounting officer of Borrowers that the Borrower, conditions contained in Section 4.2 have been satisfied as of the date of such conversionNotice to Convert and as of the Conversion Date. Upon delivery of such Notice to Convert, truthfully stating that (Ai) the representations Borrowers' option to request extensions of the Revolving Loan Termination Date under Section 2.23 and warranties contained in Article VI are true to borrow and correctreborrow Revolving Loans hereunder shall terminate, except to (ii) the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties Aggregate Commitment shall be true and correct as of such earlier date reduced to zero, and (Biii) no Default has occurred the aggregate principal balance of all Revolving Loans hereunder shall be due and is continuing or would result after giving effect to the conversion.
(v) No material provision of this Agreement or any other Loan Document shall for any reason have ceased to be valid and binding payable on the Borrower or any other Pledgor or party thereto or earlier of (a) the Converted Loan Termination Date and (b) the date on which all Loans shall have been declared to be null become due and void by any court, Governmental Authority or administrative bodypayable under Article VIII.
(vi) The Agent shall have received a board resolution authorizing such conversion, certified by the Secretary or an Assistant Secretary of the Borrower, in form and substance satisfactory to the Agent.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (L&c Spinco Inc)
Conversion to Term Loan. If Company so elects by delivery of a written notice to Administrative Agent at least three (a3) Subject Business Days but not more than thirty (30) days prior to and upon the satisfaction date of the terms and conditions specified in subsection Revolving Loan Commitment Termination Date, then on such date (b) belowthe “Term Loan Conversion Date”), the Borrower may, on Commitments shall be terminated and the Availability Expiration Date, convert the amount of all, but not less than all, then outstanding Revolving Credit Loans of each Lender to a Term Loan of such Lender (as such amount may be increased from time to time under Section 2.11(c), each, a "Term Loan").
(b) The right of the Borrower to convert all outstanding Revolving Credit Loans to Term Loans is subject to the satisfaction of each of the following conditions:
(i) The Agent shall have received written notice from the Borrower before the Availability Expiration Date requesting such conversion and specifying the aggregate principal amount of the Term Loans (other than Bid Loans) shall be converted to a term loan which shall, in the case of each Lender, be in the amount of such Lender’s outstanding Loans (other than Bid Loans) on such date, and which shall be equal to the amount of all outstanding Revolving Credit Loans due and payable in full, together with accrued interest, on the Availability Expiration Date). The Agent shall promptly notify each one year anniversary of the Lenders Revolving Loan Commitment Termination Date, with any prepayment thereof to be made subject to subsection 2.6D; provided, that no such conversion shall occur if an Event of such request.
(ii) The Lenders shall have each received a Term Note, payable to it and duly executed by the Borrower with appropriate insertions as to the date and principal amount.
(iii) The aggregate principal amount Default or Potential Event of all outstanding Revolving Credit Loans, before giving effect to the conversion, shall be greater than $2,000,000.
(iv) The Agent shall have received a certificate of the Borrower, in form and substance satisfactory to the Agent, duly executed by the chief accounting officer of the Borrower, as of the date of such conversion, truthfully stating that (A) the representations and warranties contained in Article VI are true and correct, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date and (B) no Default has occurred and is continuing or would result after giving effect to the conversion.
(v) No material provision of this Agreement or any other Loan Document shall for any reason have ceased to be valid and binding either on the Borrower date of delivery of such notice or on the Term Loan Conversion Date. Amounts repaid or prepaid following any other Pledgor or party thereto or such conversion may not be reborrowed. On the Term Loan Conversion Date, Company shall have been declared to be null and void by any court, Governmental Authority or administrative body.
(vi) The Agent shall have received pay a board resolution authorizing such conversion, certified by the Secretary or an Assistant Secretary of the Borrower, in form and substance satisfactory fee to the Agent, for the ratable benefit of each Lender, equal to the product of (x) 1.00% times (y) the then outstanding principal amount of all Loans being converted to a term loan on the Term Loan Conversion Date. If such term loan conversion has not previously been completed, then on the Revolving Loan Commitment Termination Date, the Commitments shall be terminated and all of the Loans and other Obligations shall be due and payable.
Appears in 1 contract
Conversion to Term Loan. (a) Subject to From and upon after the satisfaction consummation of the terms Debt -------------------------- Assumption up until and conditions specified in subsection (b) below, including the Borrower may, on the Availability Expiration Commitment Termination Date, convert at the amount of all, but not less than all, outstanding Revolving Credit Loans of each Lender to a Term Loan of such Lender Borrower's option upon written notice (as such amount may be increased from time to time under Section 2.11(c), each, a "Term LoanNOTICE TO CONVERT").
(b) The right of the Borrower to convert all outstanding Revolving Credit Loans to Term Loans is subject to the satisfaction of each of the following conditions:
Administrative Agent (i) The Agent shall have received written notice from the Borrower before the Availability Expiration Date requesting such conversion and specifying the aggregate principal amount of the Term Loans (which shall be equal to the amount of all outstanding Revolving Credit Loans on the Availability Expiration Date). The Agent who shall promptly notify each of the Lenders of such request.
(ii) The Lenders shall have each received a Term NoteLenders), payable to it and duly executed by the Borrower with appropriate insertions as to may convert the date and principal amount.
(iii) The then outstanding aggregate principal amount of all outstanding Revolving Credit Loans, before giving effect the Advances hereunder to a term loan. The Notice to Convert shall expressly state the conversion, date on which such conversion shall occur (such date being the "CONVERSION DATE") and shall be greater than $2,000,000.
(iv) The Agent irrevocable once given and shall have received constitute a certificate of the Borrower, in form representation and substance satisfactory to the Agent, duly executed warranty by the chief accounting officer of Borrower that the Borrower, conditions contained in Section 5.2 have ----------- been satisfied as of the date of such conversionNotice to Convert and as of the Conversion Date. Upon delivery of such Notice to Convert, truthfully stating that (Ai) the representations Borrower's option to request extensions of the Revolving Loan Termination Date under clause (a) above ---------- and warranties contained in Article VI are true to borrow and correctreborrow Revolving Loans hereunder, except to shall terminate, (ii) the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties Aggregate Revolving Loan Commitment shall be true and correct as of such earlier date reduced to zero, and (Biii) no Default has occurred the outstanding principal balance of all Loans hereunder shall be due and is continuing or would result after giving effect to payable on the conversion.
(v) No material provision of Converted Loan Termination Date. All references in this Agreement or any other Loan Document to Revolving Loans shall for any reason have ceased to be valid and binding on the Borrower or any other Pledgor or party thereto or shall have been declared to be null and void by any court, Governmental Authority or administrative bodyinclude such Loans as converted hereunder.
(vi) The Agent shall have received a board resolution authorizing such conversion, certified by the Secretary or an Assistant Secretary of the Borrower, in form and substance satisfactory to the Agent.
Appears in 1 contract
Conversion to Term Loan. At the Company's option upon written notice (a) Subject to and upon the satisfaction of the terms and conditions specified in subsection (b) below, the Borrower may, on the Availability Expiration Date, convert the amount of all, but not less than all, outstanding Revolving Credit Loans of each Lender to a Term Loan of such Lender (as such amount may be increased from time to time under Section 2.11(c), each, a "Term LoanNOTICE TO CONVERT").
(b) The right of the Borrower to convert all outstanding Revolving Credit Loans to Term Loans is subject to the satisfaction of each of the following conditions:
Administrative Agent (i) The Agent shall have received written notice from the Borrower before the Availability Expiration Date requesting such conversion and specifying the aggregate principal amount of the Term Loans (which shall be equal to the amount of all outstanding Revolving Credit Loans on the Availability Expiration Date). The Agent who shall promptly notify each of the Lenders of such request.
(ii) The Lenders shall have each received a Term NoteLenders), payable to it and duly executed by the Borrower with appropriate insertions as to Company may convert the date and principal amount.
(iii) The then outstanding aggregate principal amount of all outstanding Revolving Credit Loans, before giving effect the Advances hereunder to a term loan. The Notice to Convert shall expressly state the conversion, date on which such conversion shall occur (such date being the "CONVERSION DATE") and shall be greater than $2,000,000.
(iv) The Agent irrevocable once given and shall have received constitute a certificate of the Borrower, in form representation and substance satisfactory to the Agent, duly executed warranty by the chief accounting officer of Company that the Borrower, conditions contained in Sections 5.3(A) and (B) have been satisfied as of the date of such conversionNotice to Convert and as of the Conversion Date. Upon delivery of such Notice to Convert, truthfully stating that (Ai) the representations and warranties contained in Article VI are true and correct, except Borrowers' option to request extensions of the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date and Termination Date under clause (B) no Default has occurred above, to borrow and reborrow Revolving Loans and Swing Line Loans hereunder, and to request Competitive Bid Loans hereunder, shall terminate, (ii) the Aggregate Revolving Loan Commitment shall be reduced to zero, and (iii) the outstanding principal balance of all Loans hereunder shall be due and payable on the earliest of (a) the date that is continuing or would result 364 days after giving effect to the conversion.
Conversion Date (vor, if such date of payment is not a Business Day, on the immediately preceding Business Day), (b) No material provision the Facility Termination Date, or, if earlier, the last day of the applicable Interest Period in the case of Competitive Bid Loans. All references in this Agreement or any other Loan Document to Revolving Loans, Swing Line Loans and Competitive Bid Loans shall for any reason have ceased to be valid and binding on the Borrower or any other Pledgor or party thereto or shall have been declared to be null and void by any court, Governmental Authority or administrative bodyinclude such loans as converted hereunder.
(vi) The Agent shall have received a board resolution authorizing such conversion, certified by the Secretary or an Assistant Secretary of the Borrower, in form and substance satisfactory to the Agent.
Appears in 1 contract
Samples: 364 Day Credit Agreement (American National Can Group Inc)
Conversion to Term Loan. (a) Subject to From and upon after the satisfaction of Closing Date up until and including the terms and conditions specified in subsection (b) below, the Borrower may, on the Availability Expiration Commitment Termination Date, convert at the amount of all, but not less than all, outstanding Revolving Credit Loans of each Lender to a Term Loan of such Lender Borrower's option upon written notice (as such amount may be increased from time to time under Section 2.11(c), each, a "Term LoanNOTICE TO CONVERT").
(b) The right of the Borrower to convert all outstanding Revolving Credit Loans to Term Loans is subject to the satisfaction of each of the following conditions:
Administrative Agent (i) The Agent shall have received written notice from the Borrower before the Availability Expiration Date requesting such conversion and specifying the aggregate principal amount of the Term Loans (which shall be equal to the amount of all outstanding Revolving Credit Loans on the Availability Expiration Date). The Agent who shall promptly notify each of the Lenders of such request.
(ii) The Lenders shall have each received a Term NoteLenders), payable to it and duly executed by the Borrower with appropriate insertions as to may convert the date and principal amount.
(iii) The then outstanding aggregate principal amount of all outstanding Revolving Credit Loans, before giving effect the Syndicated Loans hereunder to a term loan. The Notice to Convert shall expressly state the conversion, date on which such conversion shall occur (such date being the "CONVERSION DATE") and shall be greater than $2,000,000.
(iv) The Agent irrevocable once given and shall have received constitute a certificate of the Borrower, in form representation and substance satisfactory to the Agent, duly executed warranty by the chief accounting officer of Borrower that the Borrower, conditions contained in SECTION 4.2 have been satisfied as of the date of such conversionNotice to Convert and as of the Conversion Date. Upon delivery of such Notice to Convert, truthfully stating that (Ai) the representations Borrower's option to request extensions of the Revolving Loan Termination Date under SECTION 2.1.2 above and warranties contained in Article VI are true to borrow and correctreborrow Syndicated Loans and Bid Rate Loans shall terminate, except to (ii) the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties Aggregate Commitment shall be true and correct as of such earlier date reduced to zero, and (Biii) no Default has occurred the outstanding principal balance of all Syndicated Loans hereunder shall be due and is continuing or would result after giving effect to payable on the conversion.
(v) No material provision of Converted Loan Termination Date. All references in this Agreement to Revolving Credit Loans, Syndicated Loans or any other Loan Document Loans or Syndicated Advances shall for any reason have ceased to be valid and binding on the Borrower include such Loans or any other Pledgor or party thereto or shall have been declared to be null and void by any court, Governmental Authority or administrative bodyAdvances as converted hereunder.
(vi) The Agent shall have received a board resolution authorizing such conversion, certified by the Secretary or an Assistant Secretary of the Borrower, in form and substance satisfactory to the Agent.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (TJX Companies Inc /De/)
Conversion to Term Loan. (a) Subject to and upon the satisfaction of the terms and conditions specified in subsection (b) below, the Borrower may, on the Availability Expiration Date, convert the amount of all, but not less than all, outstanding Revolving Credit Loans of each Lender to a Term Loan of such Lender (as such amount may be increased from time to time under Section 2.11(c2.5(c), each, a the "Term Loan")) on such date.
(b) The right of the Borrower to convert all outstanding Revolving Credit Loans to the Term Loans Loan is subject to the satisfaction of each of the following conditions:
(i) The Agent Lender shall have received written notice from the Borrower before the Availability Expiration Date requesting such conversion and specifying the aggregate principal amount of the Term Loans Loan (which shall be equal to the amount of all outstanding Revolving Credit Loans on the Availability Expiration Date). The Agent shall promptly notify each of the Lenders of such request.
(ii) The Lenders Lender shall have each received a promissory note, substantially in the form of Exhibit B hereto (as amended, supplemented or otherwise modified from time to time, the "Term Note"), payable to it and duly executed by the Borrower with appropriate insertions as to the date and principal amountBorrower.
(iii) The aggregate principal amount of all outstanding Revolving Credit Loans, before giving effect to the conversion, shall be greater than $2,000,000.
(iv) The Agent Lender shall have received a certificate of the Borrower, in form and substance satisfactory to the AgentLender, duly executed by the chief financial officer or the chief accounting officer of the Borrower, as of the date of such conversion, truthfully stating that (A) the representations and warranties contained in Article VI are true and correct, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date and (B) no Default has occurred and is continuing or would result after giving effect to the conversion.
(v) No material provision of this Agreement or any other Loan Document shall for any reason have ceased to be valid and binding on the Borrower or any other Pledgor or party thereto or shall have been declared to be null and void by any court, Governmental Authority or administrative body.
(vi) The Agent Lender shall have received a board resolution authorizing such conversion, certified by the Secretary or an Assistant Secretary officer of the Borrower, in form and substance satisfactory to the AgentLender.
Appears in 1 contract