Increase in Aggregate Revolving Loan Commitment. (i) At any time, but not more than twice, the Company may request that the Aggregate Revolving Loan Commitment be increased solely with the consent of each Lender participating in such increase; provided, however, that without the prior written consent of each Lender, the aggregate amount of all increases in the Aggregate Revolving Loan Commitment pursuant to this Section 2.5(c), together with the aggregate initial principal amount of all Incremental Term Loans made pursuant to Section 2.2(b), shall not exceed $300,000,000. Each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof. Each request shall be made in a written notice given to the Agent and the Revolving Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Revolving Loan Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a Revolving Loan Commitment Increase Notice, each of the Revolving Lenders shall be given the opportunity to participate in the requested increase ratably in the proportions that their respective Revolving Loan Commitments bear to the Aggregate Revolving Loan Commitment under this Agreement. On or prior to the date that is fifteen (15) Business Days after receipt of the Revolving Loan Commitment Increase Notice, each Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to increase its Revolving Loan Commitment in connection with such Revolving Loan Commitment Increase Notice (any such notice to the Agent being herein a “Revolving Lender Increase Notice”). Any Revolving Lender which does not submit a Revolving Lender Increase Notice to the Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Revolving Loan Commitment. In the event that the increases of Revolving Loan Commitments set forth in the Revolving Lender Increase Notices exceed the amount requested by the Company in the Revolving Loan Commitment Increase Notice, the Agent and the Arranger for the Revolving Loan Facility shall have the right, with the consent of the Company, to allocate the amount of increases necessary to meet the Company’s Revolving Loan Commitment Increase Notice. In the event that the Revolving Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Agent of any financial institution that shall have agreed to become a “Revolving Lender” party hereto (a “Proposed New Revolving Lender”) in connection with the Revolving Loan Commitment Increase Notice. Any Proposed New Revolving Lender shall be subject to the consent of the Agent and JPMorgan in its capacity as LC Issuer (which consent shall not be unreasonably withheld or delayed). If the Company shall not have arranged any Proposed New Revolving Lender(s) to commit to the shortfall from the Revolving Lender Increase Notices, then the Company shall be deemed to have reduced the amount of its Revolving Loan Commitment Increase Notice to the aggregate amount set forth in the Revolving Lender Increase Notices. Based upon the Revolving Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Revolving Lender, if applicable, the Agent shall notify the Company and all of the Lenders (including the Term Loan Lenders) on or before the Business Day immediately prior to the proposed effective date of the amount of each Revolving Lender’s and Proposed New Revolving Lender’s Revolving Loan Commitment (the “Effective Revolving Commitment Amount”) and the amount of the Aggregate Revolving Loan Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Revolving Loan Commitment shall be subject to the following conditions precedent: (I) as of the date of the Revolving Loan Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Revolving Loan Commitment all representations and warranties shall be true and correct in all material respects as though made on such 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 on and as of such earlier date) and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (II) the Borrowers, the Agent, JPMorgan in its capacity as LC Issuer, and each Proposed New Revolving Lender or Revolving Lender that shall have agreed to provide a “Revolving Loan Commitment” in support of such increase in the Aggregate Revolving Loan Commitment shall have executed and delivered a Commitment and Acceptance, (III) counsel for the Borrowers and for the Guarantors shall have provided to the Agent supplemental opinions in form and substance reasonably satisfactory to the Agent and (IV) the Borrowers and each Proposed New Revolving Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Agent to the Company. No less than two (2) Business Days prior to the effective date of the increase of the Aggregate Revolving Loan Commitment, the Agent shall notify the Company of the amount of the fee to be charged by the Revolving Lenders, and the Company may, at least one (1) Business Day prior to such effective date, cancel its request for the commitment increase. If the commitment increase is cancelled pursuant to the immediately preceding sentence, the Company’s cancelled increase request shall not be counted towards the Company’s two increase requests permitted by the first sentence of this Section 2.5(c). Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment, the Agent shall promptly advise the Company and each Lender (including the Term Loan Lenders) of the effective date of such increase. Upon the effective date of any increase in the Aggregate Revolving Loan Commitment that is supported by a Proposed New Revolving Lender, such Proposed New Revolving Lender shall be a party to this Agreement as a Revolving Lender and shall have the rights and obligations of a Revolving Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Revolving Lender to increase its Revolving Loan Commitment hereunder at any time.
Appears in 2 contracts
Samples: Credit Agreement (Actuant Corp), Credit Agreement (Actuant Corp)
Increase in Aggregate Revolving Loan Commitment. (i) At Subject to Section 2.5.1 and 2.5.2 and the other terms and conditions of this Agreement, at any time, but not more than twicetime prior to the Revolving Loan Termination Date, the Company may Borrowers may, on the terms set forth below, request that the initial Aggregate Revolving Loan Commitment hereunder be increased solely with the consent of each Lender participating in such increaseby an amount up to $150,000,000; provided, however, that without the prior written consent of each Lender, the aggregate amount of all increases in (i) no such increase shall cause the Aggregate Revolving Loan Commitment pursuant to this Section 2.5(c)exceed (x) $450,000,000 minus (y) any reduction in the Commitments under Sections 2.2 or 2.5.2, together with the aggregate initial principal amount of all Incremental Term Loans made pursuant to Section 2.2(b), shall not exceed $300,000,000. Each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof. Each request shall be made in a written notice given to the Agent and the Revolving Lenders by the Company not less than twenty (20ii) Business Days prior to the proposed effective date of such increase, which notice (a “Revolving Loan Commitment Increase Notice”) shall specify the amount of the proposed an increase in the Aggregate Revolving Loan Commitment hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and the proposed effective date of such increasebe continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased under this Section 2.5.3 without its consent. In the event of such a Revolving Loan Commitment Increase Notice, each of the Revolving Lenders shall be given the opportunity to participate in the requested increase ratably in the proportions that their respective Revolving Loan Commitments bear to the Aggregate Revolving Loan Commitment under this Agreement. On or prior to the date that is fifteen (15) Business Days after receipt of the Revolving Loan Commitment Increase Notice, each Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to increase its Revolving Loan Commitment in connection with such Revolving Loan Commitment Increase Notice (any such notice to the Agent being herein a “Revolving Lender Increase Notice”). Any Revolving Lender which does not submit a Revolving Lender Increase Notice to the Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Revolving Loan Commitment. In the event that the increases of Revolving Loan Commitments set forth in the Revolving Lender Increase Notices exceed the amount requested by the Company in the Revolving Loan Commitment Increase Notice, the Agent and the Arranger for the Revolving Loan Facility shall have the right, with the consent of the Company, to allocate the amount of increases necessary to meet the Company’s Revolving Loan Commitment Increase Notice. In the event that the Revolving Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Agent of any financial institution that shall have agreed to become a “Revolving Lender” party hereto (a “Proposed New Revolving Lender”) in connection with the Revolving Loan Commitment Increase Notice. Any Proposed New Revolving Lender shall be subject to the consent of the Agent and JPMorgan in its capacity as LC Issuer (which consent shall not be unreasonably withheld or delayed). If the Company shall not have arranged any Proposed New Revolving Lender(s) to commit to the shortfall from the Revolving Lender Increase Notices, then the Company shall be deemed to have reduced the amount of its Revolving Loan Commitment Increase Notice to the aggregate amount set forth in the Revolving Lender Increase Notices. Based upon the Revolving Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Revolving Lender, if applicable, the Agent shall notify the Company and all of the Lenders (including the Term Loan Lenders) on or before the Business Day immediately prior to the proposed effective date of the amount of each Revolving Lender’s and Proposed New Revolving Lender’s Revolving Loan Commitment (the “Effective Revolving Commitment Amount”) and the amount of the Aggregate Revolving Loan Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Revolving Loan Commitment shall be subject to the following conditions precedent: (I) as of the date of the Revolving Loan Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Revolving Loan Commitment all representations and warranties shall be true and correct in all material respects as though made on such 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 on and as of such earlier date) and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (II) the Borrowers, the Agent, JPMorgan in its capacity as LC Issuer, and each Proposed New Revolving Lender or Revolving Lender that shall have agreed to provide a “Revolving Loan Commitment” in support of such increase in the Aggregate Revolving Loan Commitment shall have executed and delivered a Commitment and Acceptance, (III) counsel for the Borrowers and for the Guarantors shall have provided to the Agent supplemental opinions in form and substance reasonably satisfactory to the Agent and (IV) the Borrowers and each Proposed New Revolving Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Agent to the Company. No less than two (2) Business Days prior to the effective date of the increase of the Aggregate Revolving Loan Commitment, the Agent shall notify the Company of the amount of the fee to be charged by the Revolving Lenders, and the Company may, at least one (1) Business Day prior to such effective date, cancel its request for the commitment increase. If the commitment increase is cancelled pursuant to the immediately preceding sentence, the Company’s cancelled increase request shall not be counted towards the Company’s two increase requests permitted by the first sentence of this Section 2.5(c). Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment, any financial institution which the Borrowers and the Agent shall promptly advise invite to become a Lender or to increase its Commitment may set the Company amount of its Commitment at a level agreed to by the Borrowers, the Agent and each Lender (including the Term Loan Lenders) LC Issuers. In the event that the Borrowers, the Agent, the LC Issuers and one or more of the effective date of Lenders (or other financial institutions) shall agree upon such increase. Upon the effective date of any an increase in the Aggregate Revolving Loan Commitment that is supported by (i) the Borrowers, the Agent, the LC Issuers and each Lender or other financial institution increasing its Commitment or extending a Proposed New Revolving Lender, such Proposed New Revolving Lender new Commitment shall be a party enter into an amendment to this Agreement setting forth the amounts of the Commitments as so increased, providing that the financial institutions extending new Commitments shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrowers shall execute, if requested, a new Note to each financial institution that is extending a new Commitment or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Lender Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Revolving Loan Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrowers), this Agreement shall have the rights and obligations of a Revolving Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Revolving Lender to increase its Revolving Loan Commitment hereunder at any timebe amended accordingly.
Appears in 1 contract
Increase in Aggregate Revolving Loan Commitment. (i) At any time, but not more than twiceonce during the period commencing on the Closing Date and ending on the one-year anniversary thereof and not more than once during each successive one-year anniversary of the Closing Date, the Company Borrower may request that the Aggregate Revolving Loan Commitment be increased solely with increased; provided that (A) the consent of each Lender participating in such increase; provided, however, that without the prior written consent of each Lender, Aggregate Revolving Loan Commitment shall at no time exceed $427,500,000 minus the aggregate amount of all increases reductions in the Aggregate Revolving Loan Commitment pursuant to this Section 2.5(c), together with the aggregate initial principal amount of all Incremental Term Loans previously made pursuant to Section 2.2(b), shall not exceed $300,000,000. Each 2.5.2; (B) such request shall be in a minimum an amount not less than $5,000,000; and (C) the aggregate amount of at least all such increases shall not exceed $10,000,000 and increments of $5,000,000 in excess thereof100,000,000. Each Such request shall be made in a written notice given to the Administrative Agent and the Revolving Lenders by the Company Borrower not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Revolving Loan Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a No Lender shall have any obligation to increase its Revolving Loan Commitment pursuant to a Commitment Increase Notice, each of the Revolving Lenders shall be given the opportunity to participate in the requested increase ratably in the proportions that their respective Revolving Loan Commitments bear to the Aggregate Revolving Loan Commitment under this Agreement. On or prior to the date that is fifteen (15) Business Days after receipt of the Revolving Loan Commitment Increase Notice, each Lender and Proposed New Lender (as defined below) shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its existing Revolving Loan Commitment or provide a new Revolving Loan Commitment in connection with such Revolving Loan Commitment Increase Notice (any such notice to the Administrative Agent being herein a “Revolving Lender Increase Notice”). Any Revolving Lender which does not submit a Revolving Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Revolving Loan Commitment. In the event that the increases of Revolving Loan Commitments set forth in the Revolving Lender Increase Notices exceed the amount requested by the Company in the Revolving Loan Commitment Increase Notice, the The Administrative Agent and the Arranger for the Revolving Loan Facility Arrangers shall have the right, in consultation with the consent of the CompanyBorrower, to allocate the amount of increases necessary to meet the CompanyBorrower’s Revolving Loan Commitment Increase Notice. In the event that the Revolving Lender Increase Notices are less than the amount requested by the Companyaddition, not later than three (3) Business Days prior to the proposed effective date the Company Commitment Increase Notice is delivered by the Borrower, the Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a “Revolving Lender” party hereto (a “Proposed New Revolving Lender”) in connection with the Revolving Loan Commitment Increase NoticeNotice and the portion of the proposed increase to be allocated to such financial institution. Any Proposed New Revolving Lender shall be subject to the consent of the Administrative Agent and JPMorgan in its capacity as LC Issuer (which consent shall not be unreasonably withheld or delayedwithheld). If the Company shall not have arranged any Proposed New Revolving Lender(s) to commit to the shortfall from the Revolving Lender Increase Notices, then the Company shall be deemed to have reduced the amount of its Revolving Loan Commitment Increase Notice to the aggregate amount set forth in the Revolving Lender Increase Notices. Based upon the Revolving Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Revolving Lender, if applicable, the Administrative Agent shall notify the Company Borrower and all of the Lenders (including the Term Loan Lenders) on or before the Business Day immediately prior to the proposed effective date of the amount of each Revolving Lender’s and Proposed New Revolving Lender’s Lenders’ Revolving Loan Commitment (the “Effective Revolving Commitment Amount”) and the amount of the Aggregate Revolving Loan Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Revolving Loan Commitment shall be subject to the following conditions precedent: (I) as of the date of the Revolving Loan Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Revolving Loan Commitment Commitment, all representations and warranties shall be true and correct in all material respects as though made on such 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 on and as of such earlier date) and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (II) the BorrowersBorrower, the Agent, JPMorgan in its capacity as LC Issuer, Administrative Agent and each Proposed New Revolving Lender or Revolving Lender that shall have agreed to provide a “Revolving Loan Commitment” in support of such increase in the Aggregate Revolving Loan Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit I hereto, (III) counsel for the Borrowers Borrower and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (IV) the Borrowers Borrower and each the Proposed New Revolving Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the CompanyBorrower. No less than two (2) Business Days prior to the effective date of the increase of the Aggregate Revolving Loan Commitment, the Administrative Agent shall notify the Company Borrower of the amount of the fee to be charged by the Revolving Lenders, and the Company Borrower may, at least one (1) Business Day prior to such effective date, cancel its request for the commitment increase. If the commitment increase is cancelled pursuant to the immediately preceding sentence, the CompanyBorrower’s cancelled increase request shall not be counted towards the CompanyBorrower’s two maximum number of increase requests permitted by the first sentence of this Section 2.5(c2.5.3(i). Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment, the Administrative Agent shall promptly advise the Company Borrower and each Lender (including the Term Loan Lenders) of the effective date of such increase. Upon the effective date of any increase in the Aggregate Revolving Loan Commitment that is supported by a Proposed New Revolving Lender, such Proposed New Revolving Lender shall be a party to this Agreement as a Revolving Lender and shall have the rights and obligations of a Revolving Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Revolving Lender to increase its Revolving Loan Commitment hereunder at any time.
Appears in 1 contract
Increase in Aggregate Revolving Loan Commitment. (i) At any time, but not more than twiceonce, the Company Borrower may request that the Aggregate Revolving Loan Commitment be increased solely with the consent of each Lender participating in such increaseincreased; providedprovided that, however, that without the prior written consent of each Lenderall of the Lenders, (A) the Aggregate Revolving Loan Commitment shall at no time exceed $45,000,000 minus the aggregate amount of all increases reductions in the Aggregate Revolving Loan Commitment pursuant to this Section 2.5(c), together with the aggregate initial principal amount of all Incremental Term Loans previously made pursuant to Section 2.2(b), shall not exceed $300,000,000. Each 2.5.2; (B) such request shall be in a minimum an amount equal to $10,000,000; and (C) the aggregate amount of at least such increase shall not exceed $10,000,000 and increments of $5,000,000 in excess thereof10,000,000. Each Such request shall be made in a written notice given to the Administrative Agent and the Revolving Lenders by the Company Borrower not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Revolving Loan Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a Revolving Loan Commitment Increase Notice, each of the Revolving Lenders shall be given the opportunity to participate in the requested increase ratably in the proportions that their respective Revolving Loan Commitments bear to the Aggregate Revolving Loan Commitment under this Agreement. On or prior to the date that is fifteen (15) Business Days after receipt of the Revolving Loan Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its Revolving Loan Commitment in connection with such Revolving Loan Commitment Increase Notice (any such notice to the Administrative Agent being herein a “Revolving Lender Increase Notice”). Any Revolving Lender which does not submit a Revolving Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Revolving Loan Commitment. In the event that the increases of Revolving Loan Commitments set forth in the Revolving Lender Increase Notices exceed the amount requested by the Company Borrower in the Revolving Loan Commitment Increase Notice, the Administrative Agent and the Arranger for the Revolving Loan Facility shall have the right, with the consent of the CompanyBorrower, to allocate the amount of increases necessary to meet the CompanyBorrower’s Revolving Loan Commitment Increase Notice. In the event that the Revolving Lender Increase Notices are less than the amount requested by the CompanyBorrower, not later than three (3) Business Days prior to the proposed effective date date, the Company Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a “Revolving Lender” party hereto (a “Proposed New Revolving Lender”) in connection with the Revolving Loan Commitment Increase Notice. Any Proposed New Revolving Lender shall be subject to the consent of the Administrative Agent and JPMorgan in its capacity as LC Issuer (which consent shall not be unreasonably withheld or delayedwithheld). If the Company Borrower shall not have arranged any Proposed New Revolving Lender(s) to commit to the shortfall from the Revolving Lender Increase Notices, then the Company Borrower shall be deemed to have reduced the amount of its Revolving Loan Commitment Increase Notice to the aggregate amount set forth in the Revolving Lender Increase Notices. Based upon the Revolving Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Revolving Lender, if applicable, the Administrative Agent shall notify the Company Borrower and all of the Lenders (including the Term Loan Lenders) on or before the Business Day immediately prior to the proposed effective date of the amount of each Revolving Lender’s and Proposed New Revolving Lender’s Lenders’ Revolving Loan Commitment (the “Effective Revolving Commitment Amount”) and the amount of the Aggregate Revolving Loan Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Revolving Loan Commitment shall be subject to the following conditions precedent: (I) as of the date of the Revolving Loan Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Revolving Loan Commitment Commitment, all representations and warranties shall be true and correct in all material respects as though made on such 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 on and as of such earlier date) and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (II) the BorrowersBorrower, the Agent, JPMorgan in its capacity as LC Issuer, Administrative Agent and each Proposed New Revolving Lender or Revolving Lender that shall have agreed to provide a “Revolving Loan Commitment” in support of such increase in the Aggregate Revolving Loan Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit H hereto, (III) counsel for the Borrowers Borrower and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (IV) the Borrowers Borrower and each the Proposed New Revolving Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the CompanyBorrower. No less than two (2) Business Days prior to the effective date of the increase of the Aggregate Revolving Loan Commitment, the Administrative Agent shall notify the Company Borrower of the amount of the fee to be charged by the Revolving Lenders, and the Company Borrower may, at least one (1) Business Day prior to such effective date, cancel its request for the commitment increase. If the commitment increase is cancelled pursuant to the immediately preceding sentence, the CompanyBorrower’s cancelled increase request shall not be counted towards the CompanyBorrower’s two maximum number of increase requests permitted by the first sentence of this Section 2.5(c2.5.3(i). Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment, the Administrative Agent shall promptly advise the Company Borrower and each Lender (including the Term Loan Lenders) of the effective date of such increase. Upon the effective date of any increase in the Aggregate Revolving Loan Commitment that is supported by a Proposed New Revolving Lender, such Proposed New Revolving Lender shall be a party to this Agreement as a Revolving Lender and shall have the rights and obligations of a Revolving Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Revolving Lender to increase its Revolving Loan Commitment hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (Abx Air Inc)
Increase in Aggregate Revolving Loan Commitment. (i) At any time, but not more than twice, the Company Borrower may request that the Aggregate Revolving Loan Commitment be increased solely with increased; provided that, (A) the consent of each Lender participating in such increase; provided, however, that without the prior written consent of each Lender, Aggregate Revolving Loan Commitment shall at no time exceed $325,000,000 minus the aggregate amount of all increases reductions in the Aggregate Revolving Loan Commitment pursuant to this Section 2.5(c), together with the aggregate initial principal amount of all Incremental Term Loans previously made pursuant to Section 2.2(b), shall not exceed $300,000,000. Each 2.5.2; (B) such request shall be in a minimum an amount not less than $5,000,000; and (C) the aggregate amount of at least all such increases shall not exceed $10,000,000 and increments of $5,000,000 in excess thereof50,000,000. Each Such request shall be made in a written notice given to the Administrative Agent and the Revolving Lenders by the Company Borrower not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Revolving Loan Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a No Lender shall have any obligation to increase its Revolving Loan Commitment pursuant to a Commitment Increase Notice, each of the Revolving Lenders shall be given the opportunity to participate in the requested increase ratably in the proportions that their respective Revolving Loan Commitments bear to the Aggregate Revolving Loan Commitment under this Agreement. On or prior to the date that is fifteen (15) Business Days after receipt of the Revolving Loan Commitment Increase Notice, each Lender and Proposed New Lender (as defined below) shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its existing Revolving Loan Commitment or provide a new Revolving Loan Commitment in connection with such Revolving Loan Commitment Increase Notice (any such notice to the Administrative Agent being herein a “Revolving Lender Increase Notice”). Any Revolving Lender which does not submit a Revolving Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied declined any increase in its Revolving Loan Commitment. In the event that the increases of Revolving Loan Commitments set forth in the Revolving Lender Increase Notices exceed the amount requested by the Company in the Revolving Loan Commitment Increase Notice, the The Administrative Agent and the Arranger for the Revolving Loan Facility shall have the right, in consultation with the consent of the CompanyBorrower, to allocate the amount of increases necessary to meet the CompanyBorrower’s Revolving Loan Commitment Increase Notice. In the event that the Revolving Lender Increase Notices are less than the amount requested by the Companyaddition, not later than three (3) Business Days prior to the proposed effective date the Company Commitment Increase Notice is delivered by the Borrower, the Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a “Revolving Lender” party hereto (a “Proposed New Revolving Lender”) in connection with the Revolving Loan Commitment Increase Notice. Any Proposed New Revolving Lender shall be subject to the consent of the Administrative Agent and JPMorgan in its capacity as LC Issuer (which consent shall not be unreasonably withheld or delayedwithheld). If the Company shall not have arranged any Proposed New Revolving Lender(s) to commit to the shortfall from the Revolving Lender Increase Notices, then the Company shall be deemed to have reduced the amount of its Revolving Loan Commitment Increase Notice to the aggregate amount set forth in the Revolving Lender Increase Notices. Based upon the Revolving Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Revolving Lender, if applicable, the Administrative Agent shall notify the Company Borrower and all of the Lenders (including the Term Loan Lenders) on or before the Business Day immediately prior to the proposed effective date of the amount of each Revolving Lender’s and Proposed New Revolving Lender’s Lenders’ Revolving Loan Commitment (the “Effective Revolving Commitment Amount”) and the amount of the Aggregate Revolving Loan Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Revolving Loan Commitment shall be subject to the following conditions precedent: (I) as of the date of the Revolving Loan Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Revolving Loan Commitment Commitment, all representations and warranties contained in Article V hereof shall be true and correct in all material respects as though made on such 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 on and as of such earlier date) and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (II) the BorrowersBorrower, the Agent, JPMorgan in its capacity as LC Issuer, Administrative Agent and each Proposed New Revolving Lender or Revolving Lender that shall have agreed to provide a “Revolving Loan Commitment” in support of such increase in the Aggregate Revolving Loan Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit H hereto, (III) counsel for the Borrowers Borrower and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (IV) the Borrowers Borrower and each the Proposed New Revolving Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the CompanyBorrower. No less than two (2) Business Days prior to the effective date of the increase of the Aggregate Revolving Loan Commitment, the Administrative Agent shall notify the Company Borrower of the amount of the fee to be charged by the Revolving Lenders, and the Company Borrower may, at least one (1) Business Day prior to such effective date, cancel its request for the commitment increase. If the commitment increase is cancelled pursuant to the immediately preceding sentence, the Company’s cancelled increase request shall not be counted towards the Company’s two increase requests permitted by the first sentence of this Section 2.5(c). Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment, the Administrative Agent shall promptly advise the Company Borrower and each Lender (including the Term Loan Lenders) of the effective date of such increase. Upon the effective date of any increase in the Aggregate Revolving Loan Commitment that is supported by a Proposed New Revolving Lender, such Proposed New Revolving Lender shall be a party to this Agreement as a Revolving Lender and shall have the rights and obligations of a Revolving Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Revolving Lender to increase its Revolving Loan Commitment hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (Res Care Inc /Ky/)
Increase in Aggregate Revolving Loan Commitment. (i) At any time, but not more than twiceonce during the period commencing on the Closing Date and ending on the one-year anniversary thereof and not more than once during each successive one-year anniversary of the Closing Date, the Company Borrower may request that the Aggregate Revolving Loan Commitment be increased solely with the consent of each Lender participating in such increaseincreased; providedprovided that, however, that without the prior written consent of each Lenderall of the Lenders, (A) the Aggregate Revolving Loan Commitment shall at no time exceed $200,000,000 minus the aggregate amount of all increases reductions in the Aggregate Revolving Loan Commitment pursuant to this Section 2.5(c), together with the aggregate initial principal amount of all Incremental Term Loans previously made pursuant to Section 2.2(b), shall not exceed $300,000,000. Each 2.5.2; (B) such request shall be in a minimum an amount not less than $5,000,000; and (C) the aggregate amount of at least such increase shall not exceed $10,000,000 and increments of $5,000,000 in excess thereof50,000,000. Each Such request shall be made in a written notice given to the Administrative Agent and the Revolving Lenders by the Company Borrower not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Revolving Loan Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a Revolving Loan Commitment Increase Notice, each of the Revolving Lenders shall be given the opportunity to participate in the requested increase ratably in the proportions that their respective Revolving Loan Commitments bear to the Aggregate Revolving Loan Commitment under this Agreement. On or prior to the date that is fifteen (15) Business Days after receipt of the Revolving Loan Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its Revolving Loan Commitment in connection with such Revolving Loan Commitment Increase Notice (any such notice to the Administrative Agent being herein a “Revolving Lender Increase Notice”). Any Revolving Lender which does not submit a Revolving Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Revolving Loan Commitment. In the event that the increases of Revolving Loan Commitments set forth in the Revolving Lender Increase Notices exceed the amount requested by the Company Borrower in the Revolving Loan Commitment Increase Notice, the Administrative Agent and the Arranger for the Revolving Loan Facility shall have the right, with the consent of the CompanyBorrower, to allocate the amount of increases necessary to meet the CompanyBorrower’s Revolving Loan Commitment Increase Notice. In the event that the Revolving Lender Increase Notices are less than the amount requested by the CompanyBorrower, not later than three (3) Business Days prior to the proposed effective date date, the Company Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a “Revolving Lender” party hereto (a “Proposed New Revolving Lender”) in connection with the Revolving Loan Commitment Increase Notice. Any Proposed New Revolving Lender shall be subject to the consent of the Administrative Agent and JPMorgan in its capacity as LC Issuer (which consent shall not be unreasonably withheld or delayedwithheld). If the Company Borrower shall not have arranged any Proposed New Revolving Lender(s) to commit to the shortfall from the Revolving Lender Increase Notices, then the Company Borrower shall be deemed to have reduced the amount of its Revolving Loan Commitment Increase Notice to the aggregate amount set forth in the Revolving Lender Increase Notices. Based upon the Revolving Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Revolving Lender, if applicable, the Administrative Agent shall notify the Company Borrower and all of the Lenders (including the Term Loan Lenders) on or before the Business Day immediately prior to the proposed effective date of the amount of each Revolving Lender’s and Proposed New Revolving Lender’s Lenders’ Revolving Loan Commitment (the “Effective Revolving Commitment Amount”) and the amount of the Aggregate Revolving Loan Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Revolving Loan Commitment shall be subject to the following conditions precedent: (I) as of the date of the Revolving Loan Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Revolving Loan Commitment Commitment, all representations and warranties shall be true and correct in all material respects as though made on such 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 on and as of such earlier date) and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (II) the BorrowersBorrower, the Agent, JPMorgan in its capacity as LC Issuer, Administrative Agent and each Proposed New Revolving Lender or Revolving Lender that shall have agreed to provide a “Revolving Loan Commitment” in support of such increase in the Aggregate Revolving Loan Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit I hereto, (III) counsel for the Borrowers Borrower and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (IV) the Borrowers Borrower and each the Proposed New Revolving Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the CompanyBorrower. No less than two (2) Business Days prior to the effective date of the increase of the Aggregate Revolving Loan Commitment, the Administrative Agent shall notify the Company Borrower of the amount of the fee to be charged by the Revolving Lenders, and the Company Borrower may, at least one (1) Business Day prior to such effective date, cancel its request for the commitment increase. If the commitment increase is cancelled pursuant to the immediately preceding sentence, the CompanyBorrower’s cancelled increase request shall not be counted towards the CompanyBorrower’s two maximum number of increase requests permitted by the first sentence of this Section 2.5(c2.5.3(i). Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment, the Administrative Agent shall promptly advise the Company Borrower and each Lender (including the Term Loan Lenders) of the effective date of such increase. Upon the effective date of any increase in the Aggregate Revolving Loan Commitment that is supported by a Proposed New Revolving Lender, such Proposed New Revolving Lender shall be a party to this Agreement as a Revolving Lender and shall have the rights and obligations of a Revolving Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Revolving Lender to increase its Revolving Loan Commitment hereunder at any time.
Appears in 1 contract
Increase in Aggregate Revolving Loan Commitment. (i) At any time, but not more than twice, the Company Borrower may request that the Aggregate Revolving Loan Commitment be increased solely with the consent of each Lender participating in such increaseincreased; providedprovided that, however, that without the prior written consent of each Lenderany Lender whose Revolving Loan Commitment is not being increased, (A) the Aggregate Revolving Loan Commitment shall at no time exceed $300,000,000 minus the aggregate amount of all increases reductions in the Aggregate Revolving Loan Commitment pursuant to this Section 2.5(c), together with the aggregate initial principal amount of all Incremental Term Loans previously made pursuant to Section 2.2(b2.5(b), shall not exceed $300,000,000. Each ; (B) each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof; and (C) the aggregate amount of such increases shall not exceed $50,000,000. Each request shall be made in a written notice given to the Agent and the Revolving Lenders by the Company Borrower not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Revolving Loan Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a Revolving Loan Commitment Increase Notice, each of the Revolving Lenders shall be given the opportunity to participate in the requested increase ratably in the proportions that their respective Revolving Loan Commitments bear to the Aggregate Revolving Loan Commitment under this Agreement. On or prior to the date that is fifteen (15) Business Days after receipt of the Revolving Loan Commitment Increase Notice, each Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to increase its Revolving Loan Commitment in connection with such Revolving Loan Commitment Increase Notice (any such notice to the Agent being herein a “Revolving Lender Increase Notice”). Any Revolving Lender which does not submit a Revolving Lender Increase Notice to the Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Revolving Loan Commitment. In the event that the increases of Revolving Loan Commitments set forth in the Revolving Lender Increase Notices exceed the amount requested by the Company Borrower in the Revolving Loan Commitment Increase Notice, the Agent and the Arranger for the Revolving Loan Facility shall have the right, with the consent of the CompanyBorrower, to allocate the amount of increases necessary to meet the CompanyBorrower’s Revolving Loan Commitment Increase Notice. In the event that the Revolving Lender Increase Notices are less than the amount requested by the CompanyBorrower, not later than three (3) Business Days prior to the proposed effective date the Company Borrower may notify the Agent of any financial institution that shall have agreed to become a “Revolving Lender” party hereto (a “Proposed New Revolving Lender”) in connection with the Revolving Loan Commitment Increase Notice. Any Proposed New Revolving Lender shall be subject to the consent of the Agent and JPMorgan in its capacity as LC Issuer (which consent shall not be unreasonably withheld or delayed). If the Company Borrower shall not have arranged any Proposed New Revolving Lender(s) to commit to the shortfall from the Revolving Lender Increase Notices, then the Company Borrower shall be deemed to have reduced the amount of its Revolving Loan Commitment Increase Notice to the aggregate amount set forth in the Revolving Lender Increase Notices. Based upon the Revolving Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Revolving Lender, if applicable, the Agent shall notify the Company Borrower and all of the Lenders (including the Term Loan Lenders) on or before the Business Day immediately prior to the proposed effective date of the amount of each Revolving Lender’s and Proposed New Revolving Lender’s Revolving Loan Commitment (the “Effective Revolving Commitment Amount”) and the amount of the Aggregate Revolving Loan Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Revolving Loan Commitment shall be subject to the following conditions precedent: (I) as of the date of the Revolving Loan Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Revolving Loan Commitment all representations and warranties shall be true and correct in all material respects as though made on such 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 on and as of such earlier date) and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (II) the BorrowersBorrower, the Agent, JPMorgan in its capacity as LC Issuer, and each Proposed New Revolving Lender or Revolving Lender that shall have agreed to provide a “Revolving Loan Commitment” in support of such increase in the Aggregate Revolving Loan Commitment shall have executed and delivered a Commitment and Acceptance, (III) counsel for the Borrowers Borrower and for the Guarantors shall have provided to the Agent supplemental opinions in form and substance reasonably satisfactory to the Agent and (IV) the Borrowers Borrower and each Proposed New Revolving Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Agent to the CompanyBorrower. No less than two (2) Business Days prior to the effective date of the increase of the Aggregate Revolving Loan Commitment, the Agent shall notify the Company Borrower of the amount of the fee to be charged by the Revolving Lenders, and the Company Borrower may, at least one (1) Business Day prior to such effective date, cancel its request for the commitment increase. If the commitment increase is cancelled pursuant to the immediately preceding sentence, the CompanyBorrower’s cancelled increase request shall not be counted towards the CompanyBorrower’s two increase requests permitted by the first sentence of this Section 2.5(c). Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment, the Agent shall promptly advise the Company Borrower and each Lender (including the Term Loan Lenders) of the effective date of such increase. Upon the effective date of any increase in the Aggregate Revolving Loan Commitment that is supported by a Proposed New Revolving Lender, such Proposed New Revolving Lender shall be a party to this Agreement as a Revolving Lender and shall have the rights and obligations of a Revolving Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Revolving Lender to increase its Revolving Loan Commitment hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (Actuant Corp)
Increase in Aggregate Revolving Loan Commitment. (i) At any time, but not more than twice, the Company may request that the Aggregate Revolving Loan Commitment be increased solely with the consent of each Lender participating in such increase; provided, however, that without the prior written consent of each Lender, the aggregate amount of all increases in the Aggregate Revolving Loan Commitment pursuant to this Section 2.5(c), together with the aggregate initial principal amount of all Incremental Term Loans made pursuant to Section 2.2(b), shall not exceed $300,000,000100,000,000. Each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof. Each request shall be made in a written notice given to the Agent and the Revolving Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Revolving Loan Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a Revolving Loan Commitment Increase Notice, each of the Revolving Lenders shall be given the opportunity to participate in the requested increase ratably in the proportions that their respective Revolving Loan Commitments bear to the Aggregate Revolving Loan Commitment under this Agreement. On or prior to the date that is fifteen (15) Business Days after receipt of the Revolving Loan Commitment Increase Notice, each Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to increase its Revolving Loan Commitment in connection with such Revolving Loan Commitment Increase Notice (any such notice to the Agent being herein a “Revolving Lender Increase Notice”). Any Revolving Lender which does not submit a Revolving Lender Increase Notice to the Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Revolving Loan Commitment. In the event that the increases of Revolving Loan Commitments set forth in the Revolving Lender Increase Notices exceed the amount requested by the Company in the Revolving Loan Commitment Increase Notice, the Agent and the Arranger for the Revolving Loan Facility shall have the right, with the consent of the Company, to allocate the amount of increases necessary to meet the Company’s Revolving Loan Commitment Increase Notice. In the event that the Revolving Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Agent of any financial institution that shall have agreed to become a “Revolving Lender” party hereto (a “Proposed New Revolving Lender”) in connection with the Revolving Loan Commitment Increase Notice. Any Proposed New Revolving Lender shall be subject to the consent of the Agent and JPMorgan in its capacity as LC Issuer (which consent shall not be unreasonably withheld or delayed). If the Company shall not have arranged any Proposed New Revolving Lender(s) to commit to the shortfall from the Revolving Lender Increase Notices, then the Company shall be deemed to have reduced the amount of its Revolving Loan Commitment Increase Notice to the aggregate amount set forth in the Revolving Lender Increase Notices. Based upon the Revolving Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Revolving Lender, if applicable, the Agent shall notify the Company and all of the Lenders (including the Term Loan Lenders) on or before the Business Day immediately prior to the proposed effective date of the amount of each Revolving Lender’s and Proposed New Revolving Lender’s Revolving Loan Commitment (the “Effective Revolving Commitment Amount”) and the amount of the Aggregate Revolving Loan Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Revolving Loan Commitment shall be subject to the following conditions precedent: (I) as of the date of the Revolving Loan Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Revolving Loan Commitment all representations and warranties shall be true and correct in all material respects as though made on such 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 on and as of such earlier date) and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (II) the Borrowers, the Agent, JPMorgan in its capacity as LC Issuer, and each Proposed New Revolving Lender or Revolving Lender that shall have agreed to provide a “Revolving Loan Commitment” in support of such increase in the Aggregate Revolving Loan Commitment shall have executed and delivered a Commitment and Acceptance, (III) counsel for the Borrowers and for the Guarantors shall have provided to the Agent supplemental opinions in form and substance reasonably satisfactory to the Agent and (IV) the Borrowers and each Proposed New Revolving Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Agent to the Company. No less than two (2) Business Days prior to the effective date of the increase of the Aggregate Revolving Loan Commitment, the Agent shall notify the Company of the amount of the fee to be charged by the Revolving Lenders, and the Company may, at least one (1) Business Day prior to such effective date, cancel its request for the commitment increase. If the commitment increase is cancelled pursuant to the immediately preceding sentence, the Company’s cancelled increase request shall not be counted towards the Company’s two increase requests permitted by the first sentence of this Section 2.5(c). Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment, the Agent shall promptly advise the Company and each Lender (including the Term Loan Lenders) of the effective date of such increase. Upon the effective date of any increase in the Aggregate Revolving Loan Commitment that is supported by a Proposed New Revolving Lender, such Proposed New Revolving Lender shall be a party to this Agreement as a Revolving Lender and shall have the rights and obligations of a Revolving Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Revolving Lender to increase its Revolving Loan Commitment hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (Actuant Corp)