Facility Fee; Reductions and Increases in Aggregate Commitment. (i) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a facility fee at a per annum rate equal to the Applicable Fee Rate on the average daily amount of such Lender's Commitment, whether used or unused, from the date hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date. (ii) For each day on which the Aggregate Outstanding Credit Exposure exceeds 33% of the Aggregate Commitment, the Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a utilization fee at a per annum rate equal to 0.10% on the amount of the Aggregate Outstanding Credit Exposure for each such day, payable on each Payment Date hereafter and on the Facility Termination Date. (iii) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $5,000,000, upon at least five Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees on the amount of the Aggregate Commitment so reduced or terminated shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder.
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Facility Fee; Reductions and Increases in Aggregate Commitment. (i) The Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Pro Rata Share a facility fee at a per annum rate equal to the Applicable Facility Fee Rate on the average daily amount of such Lender's Commitment, ’s Commitment (whether used or unused, ) for each day from the date hereof to and including the Facility Termination DateDate or such earlier date on which the Commitments have been terminated or permanently reduced to zero pursuant to the terms of this Agreement, payable in arrears on each Payment Date hereafter and on the Facility Termination DateDate or such earlier date on which the Commitments have been terminated or permanently reduced to zero pursuant to the terms of this Agreement, provided that, if any Lender continues to have Loans outstanding hereunder after the termination of its Commitment (including, without limitation, during any period when Loans may be outstanding but new Loans may not be borrowed hereunder), then such facility fee shall continue to accrue on the aggregate principal amount of the Loans owed to such Lender until such Loans are repaid in full.
(ii) For each day All accrued and unpaid facility fees shall be payable on which the Aggregate Outstanding Credit Exposure exceeds 33% effective date of any termination or permanent reduction to zero of the Aggregate Commitment, the Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a utilization fee at a per annum rate equal to 0.10% on the amount of the Aggregate Outstanding Credit Exposure for each such day, payable on each Payment Date hereafter Commitments and on the Facility Termination Datefinal date upon which all Loans are repaid hereunder.
(iii) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part part, ratably among the Lenders in a minimum amount equal to $5,000,000 and integral multiples of $5,000,0001,000,000, upon at least five two (2) Business Days' ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the aggregate principal amount of the outstanding Advances after giving effect to any repayment of the Loans made concurrently with such reduction.
(iv) The Borrower may, on up to two (2) occasions, in a minimum amount of $25,000,000 on each occasion and upon not less than thirty (30) days’ notice to the Agent, request that the Aggregate Outstanding Credit ExposureCommitment be increased (each a “Commitment Increase”) by up to an aggregate of $400,000,000, such increase to be effective as of the date (the “Increase Date”) specified in the related notice to the Agent; provided, however, that (A) in no event shall the Aggregate Commitment at any time exceed $1,000,000,000, (B) no Default or Unmatured Default shall have occurred and be continuing as of the date of such request or as of the applicable Increase Date, or shall occur immediately after giving effect thereto and (C) the representations and warranties contained in Article V (other than Section 5.5) shall be true and correct in all material respects as of the Increase Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. All accrued facility fees The Administrative Agent shall promptly notify the Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (x) the proposed amount of such requested Commitment Increase, (y) the proposed Increase Date and (z) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”), which date shall be at least fifteen (15) days prior to the Increase Date. Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent; provided, however, that in no event shall the amount allocated to any Lender be greater than the amount by which such Lender has offered to have its Commitment increased. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more other banks, financial institutions or entities reasonably acceptable (it being understood that any Lender, any Affiliate of any Lender or any Approved Fund shall be reasonably acceptable to the Administrative Agent) to the Administrative Agent (each, a “New Lender”) to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date. On each Increase Date, the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender as provided in this Section) as of such Increase Date and, provided, that the Administrative Agent shall have received on or before such Increase Date an assumption agreement from each New Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such New Lender, the Administrative Agent and the Borrower, each New Lender that accepts an offer to participate in a requested Commitment Increase in accordance with this Section shall become a Lender party to this Agreement as of such Increase Date. Any such increase of the Aggregate Commitment so reduced or terminated shall be payable on subject to receipt by the effective date Administrative Agent from the Borrower of any termination such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request in each case for the purpose of evidencing the Borrower’s corporate authority to effect such Commitment Increase and payment by the Borrower of all accrued facility fees. On each Increase Date, (1) upon fulfillment of the obligations conditions set forth in this Section, the Administrative Agent shall notify the Lenders (including, without limitation, each New Lender) and the Borrower, on or before 1:00 p.m. (Chicago time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each New Lender on such date and (2) the Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Advance such that, after giving effect thereto, all Advances are held ratably by the Lenders in proportion to their respective Commitments (giving effect to the Commitment Increase). Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest. The Borrower shall make Credit Extensions hereunderany payments under Section 3.4 resulting from such assignments (and, for purposes thereof, principal amounts paid to existing assigning Lenders shall be treated as principal payments of the applicable Advance(s)).
Appears in 1 contract
Samples: Credit Agreement (Wrigley Wm Jr Co)
Facility Fee; Reductions and Increases in Aggregate Commitment. (i) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a facility fee at a per annum rate equal to the Applicable Fee Rate (per the Pricing Schedule) on the average daily amount of such Lender's Commitment, whether used or unused, Aggregate Commitment from the date hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date.
(ii) For each day on which the Aggregate Outstanding Credit Exposure exceeds 33% of the Aggregate Commitment, the Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a utilization fee at a per annum rate equal to 0.10% on the amount of the Aggregate Outstanding Credit Exposure for each such day, payable on each Payment Date hereafter and on the Facility Termination Date.
(iii) . The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $5,000,0005,000,000 (or the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), upon at least five Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount of the Aggregate Outstanding Credit Exposure. All accrued facility fees on the amount of the Aggregate Commitment so reduced or terminated shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder.
(ii) With the prior consent of the Agent (but without the consent of any other Lender), the Borrower may request to increase the Aggregate Commitment by up to $25,000,000 (not to exceed an Aggregate Commitment of $100,000,000). Any such request to increase the Aggregate Commitment shall be deemed to be a certification by the Borrower that at the time of such request, there exists no Default or Unmatured Default and the representations and warranties contained in Article V are true and correct as of such date or, if applicable only to a prior date, as of such prior date. Any request from the Borrower to increase the Aggregate Commitment shall be implemented by one or more existing Lenders (an "Increasing Lender") agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment) or by one or more new lenders (a "New Lender") agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the Borrower. Prior to any such increase in the Aggregate Commitment becoming effective, the Agent shall have received:
(a) copies, certified by the secretary of the Borrower of its board of directors' resolutions and of resolutions or actions of any other body authorizing the increase in the Aggregate Commitment and the confirmation and ratification of all other Loan Documents;
(b) a certificate, signed by the chief financial officer of the Borrower, showing that after giving effect to the increase in the Aggregate Commitment, no Default or Unmatured Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement;
(c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower in connection with the increase in the Aggregate Commitment, certified as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect;
(d) evidence satisfactory to the Agent that no Material Adverse Effect shall have occurred since the most recent financial statements provided to the Lenders hereunder;
(e) any Increasing Lender, any New Lender and the Borrower shall execute and deliver all agreements the Agent or its counsel may have reasonably requested; and
(f) such other documents and conditions as the Agent or its counsel may have reasonably requested. Increases and new Commitments created pursuant to this clause (ii) shall become effective on the date agreed among the Borrower, the Agent and the relevant Increasing and New Lenders, which date shall be on or after the date all the above conditions are satisfied, and any such New Lender shall become a Lender hereunder and any Increasing Lender's Commitment shall be increased on such effective date as specified in the agreements required pursuant to clause (g) above. On the effective date of any increase in the Aggregate Commitment, (A) each relevant Increasing Lender and New Lender shall make available to the Agent such amounts in immediately available funds, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Loans to equal its Pro Rata Share of the Aggregate Commitments and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any increase in the Aggregate Commitment (with such reborrowing to consist of the Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.8, and subject to Section 3.4).
Appears in 1 contract
Samples: Credit Agreement (Covansys Corp)
Facility Fee; Reductions and Increases in Aggregate Commitment. (ia) The Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Pro Rata Share a facility fee at a per annum rate equal to the Applicable Fee Rate on the average daily amount of such Lender's CommitmentAggregate Commitment (without regard to usage) (or, whether used or unusedafter the Aggregate Commitment is terminated, on the Aggregate Outstanding Credit Exposure) from the date hereof to and including the later of the Facility Termination DateDate and the date all Loans and Reimbursement Obligations have been paid in full, payable on each Payment Date hereafter and on the Facility Termination Date.
(ii) For each day on which the Aggregate Outstanding Credit Exposure exceeds 33% of the Aggregate Commitment, the Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a utilization fee at a per annum rate equal to 0.10% on the amount of the Aggregate Outstanding Credit Exposure for each such day, payable on each Payment Date hereafter and on the Facility Termination Date.
(iiib) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $5,000,000, upon at least five three (3) Business Days' ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees on the amount of the Aggregate Commitment so reduced or terminated shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder.
(c) The Borrower may, at its option, on up to two occasions, seek to increase the Aggregate Commitment by up to an aggregate amount of $100,000,000 (resulting in a maximum Aggregate Commitment of $325,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the Aggregate Commitment on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent. No increase in the Aggregate Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a document inform reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Advance and Facility L/C such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. The Borrower shall make any payments under Section 3.4 resulting from such assignments. Any such increase of the Aggregate Commitment shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.
Appears in 1 contract
Facility Fee; Reductions and Increases in Aggregate Commitment. (i) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a facility fee at a per annum rate equal to the Applicable Fee Rate on the average daily amount of such Lender's ’s Commitment, whether used or unused, from the date hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date.
(ii) For each day on which the Aggregate Outstanding Credit Exposure exceeds 33% of the Aggregate Commitment, the Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a utilization fee at a per annum rate equal to 0.10% on the amount of the Aggregate Outstanding Credit Exposure for each such day, payable on each Payment Date hereafter and on the Facility Termination Date.
(iii) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $5,000,000, upon at least five three Business Days' ’ written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees on the amount of the Aggregate Commitment so reduced or terminated shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder.
(iii) With the prior consent of the Agent, the Borrower may request to increase the Aggregate Commitment in increments of $10,000,000, provided that the Aggregate Commitment shall not exceed $260,000,000. Any such request to increase the Aggregate Commitment shall be deemed to be a certification by the Borrower that at the time of such request, there exists no Default or Unmatured Default and the representations and warranties contained in Article V are true and correct as of such date or, if applicable only to a prior date, as of such prior date. Any request from the Borrower to increase the Aggregate Commitment shall be implemented by one or more existing Lenders agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment) or by one or more new lenders agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent and the Arranger in consultation with the Borrower. Prior to any such increase in the Aggregate Commitment becoming effective, the Agent shall have received:
(a) copies, certified by the secretary of the Borrower of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the increase in the Aggregate Commitment;
(b) a certificate, signed by the chief financial officer of the Borrower, showing that after giving effect to the increase in the Aggregate Commitment, no Default or Unmatured Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement;
(c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower or any Guarantor in connection with the increase in the Aggregate Commitment, certified as true and correct in full force and effect as of the date of the increase by an Authorized Officer, or if none are required, a certificate of such Authorized Officer to that effect;
(d) evidence satisfactory to the Agent that no Material Adverse Effect shall have occurred with respect to the Borrower and its Subsidiaries since the most recent financial statements provided to the Lenders hereunder; and
(e) such other documents and conditions as the Agent or its counsel may have reasonably requested.
Appears in 1 contract
Facility Fee; Reductions and Increases in Aggregate Commitment. (ia) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a facility fee at a per annum rate (the "Facility Fee") in an amount equal to the Applicable Fee Rate on times the average daily amount Aggregate Commitment (regardless of such Lender's Commitment, whether used or unusedusage), from the date hereof to and including the Facility Termination Date, payable quarterly in arrears to the Agent for the ratable benefit of the Lenders on each Payment Date hereafter and on the Facility Termination Date. All accrued Facility Fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder.
(ii) For each day on which the Aggregate Outstanding Credit Exposure exceeds 33% of the Aggregate Commitment, the Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a utilization fee at a per annum rate equal to 0.10% on the amount of the Aggregate Outstanding Credit Exposure for each such day, payable on each Payment Date hereafter and on the Facility Termination Date.
(iiib) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples a minimum aggregate amount of $5,000,00010,000,000 or any integral multiple thereof, upon at least five three (3) Business Days' prior written notice to the Agent, which notice shall specify the amount of any such reduction, ; provided, however, that the amount of the Aggregate -------- ------- Commitment may not be reduced below the sum of (i) the aggregate principal amount of the outstanding Advances, plus (ii) the aggregate amount of the ---- outstanding Facility Letter of Credit Obligations.
(c) The Borrower may, at its option, on a single occasion, seek to increase the Aggregate Outstanding Credit Exposure. All accrued facility fees on Commitment by up to $100,000,000 upon at least three (3) Business Days' prior notice to the Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Unmatured Default has occurred or is continuing. The Borrower may, after giving such notice, offer the increase in the Aggregate Commitment so reduced or terminated shall be payable on the effective date of to any termination of the existing Lenders and/or to other banks, financial institutions or other entities acceptable to the Agent on a non Pro-rata basis in such amounts as determined by the Borrower and agreed to by the Agent. The Borrower may elect to accept on such single occasion an increase in the Aggregate Commitment by an amount less than $100,000,000. No increase in the Aggregate Commitment shall become effective until (i) the existing or new Lender extending such incremental commitment amount and the Borrower shall have delivered to the Agent a writing in form reasonably acceptable to the Agent pursuant to which such Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and (ii) the Borrower has provided the Agent with such related certificates, opinions and other documents as the Agent may reasonably request. In conjunction with such increase, the Lenders to (new or existing) shall accept (and the existing Lenders shall make) an assignment at par of an interest in the Loans and Facility Letter of Credit Obligations outstanding at the time of such Aggregate Commitment increase such that, after giving effect thereto, all Loans and Facility Letter of Credit Obligations are held by the Lenders on a Pro-rata basis. The Borrower shall make Credit Extensions hereunderany payments under Section 3.4 resulting from such assignments.
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